Justice League: Ultimate Hero
by sandman7734
Summary: The team known as the Justice League is legendary due to its many famous and heroic members. But what happens when the savior of another universe ends up joining them?
1. Second Chances

**Disclaimer: I do not own Justice League or Ben 10. Which is why I like setting farm animals on fire.**

**OK, this tale was mostly inspired by Agent-G's fanfic "Justice League: The Spider". It's an amazing story, and you should read it after you're done with this one. Or before reading this, your choice.**

**Anyway, this begins a few years after "Ben 10: Ultimate Alien", so Ben is eighteen.**

**It also begins at the beginning of season 3 of JLU.**

XXXXXXXXXX

**Chapter 1: Second Chances**

This wasn't what he wanted. This wasn't how it was supposed to be. He had been a hero, and for what? They were dead. All dead. Mom, Dad, Grandpa, Aunt Lily, Uncle Frank, Kevin, Gwen, Julie...

"Why me?" the eighteen-year-old Benjamin Tennyson asked, the tears streaming down his face. It was around midnight in Bellwood, and the smoke was still visible on the horizon. Ben was seated on the ledge of a twenty-story building, his legs dangling off the side. While his clothes were unscathed, his body was covered in bruises and cuts.

Ben wiped his tears on the sleeve of his emerald jacket. Unfortunately, he used his left arm to do it, and he froze upon seeing the cursed device on his forearm.

The Ultimatrix glowed green in the dark, almost as if trying to reason with Ben. But it wasn't going to happen. Ben had made up his mind on what he wanted to do.

Eight years ago, he had been given the original Omnitrix, and he had loved it. He had become a hero, saving the world and even saving the galaxy. He had fought villains both alien and human. Animo, Hex, Sixsix... And, of course, Vilgax.

But after that summer, Ben wanted a normal life, and he had the alien watch removed from his wrist.

Five years later, Ben took on the role of hero once more, putting the Omnitrix back on to investigate an alien invasion. Ben soon became the savior of the universe, stopping the Highbreed from annihilating all life.

Then Vilgax returned, and Ben lost the Omnitrix. However, he gained the Ultimatrix, and he managed to get rid of his squid-faced archenemy.

A year after that, his secret identity was blown by a little kid who idolized him, and then came the world's biggest pain in the ass: Will Harangue, the reporter who hated Ben for no goddamn reason other than fear.

However, Ben put up with it for three years, still battling enemies old and new, and the public soon backed him up. The teenager was amazed how things changed. His old rivalry with his cousin soon became a close family bond, one of his oldest enemies became one of his best friends, and he actually managed to get himself a girlfriend. Things were going perfectly...

Why did this have to happen? Ever since he had gotten the Omnitrix, Ben had used it for good. He had saved the entire universe multiple times. He had given up so much in the pursuit of justice... But now he had paid the ultimate price.

Even if his body still cried in pain from the battle, he didn't care. It was the mental pain that truly broke him, not the physical pain.

"I can't do this. Not anymore," Ben muttered to himself. What was there to fight for? What was there to _live _for? Azmuth could have his godforsaken watch back. Ben didn't want it anymore.

The last of the Tennyson family stood and looked down at the pavement below. He would be meeting it up close and personal real soon. The hero known as Ben 10 closed his eyes and toppled forward, the air hitting his face as he prepared for oblivion.

XXXXXXXXXX

Inside the newly-built Justice League Watchtower, six well-known heroes were in their meeting room, discussing their plans for recruitment. They were expanding the League, bringing in more firepower to help combat the rising number of villains on the planet. The members were currently going over a checklist of potentials.

"Well, what about this Green Arrow guy? He looks like he has some skill, and he seems to have the whole 'Robin Hood' thing going for him," John Stewart suggested. "I'm not sure he's someone like us. We fight large threats like aliens and supervillains. This guy stops bank robberies and convenience store hold-ups," Flash said, adding his view to the discussion.

"So, he's a maybe. Personally, I think Kara is ready," Superman suggested. Half the table winced, causing the Man of Steel to roll his eyes. "I know, I know, but she's improved. With a little team experience, she could be very good," he pointed out.

"Well, there's always the chance that something crazy happens and we get a new recruit by complete accident," Flash suggested, hoping to cheer up the group. The six of them had been a little saddened since the whole incident with Hawkgirl. Flash and Green Lantern had been affected the most by the whole ordeal.

It was in that moment that a bright flash of light appeared above the heads of the group, and a figure landed on their table as the light died down. The six heroes jumped out of their chairs and prepared themselves. "Um... Is this a sign?" Flash asked upon seeing their surprise guest clearly.

Ben Tennyson groaned and rolled off the table. Since he was in pain, still covered in cuts and bruises, and still wearing the Ultimatrix, he guessed he was definitely alive.

_Damn. I wonder if Azmuth had something to do wi-, _Ben's thoughts were cut off as a figure grabbed him from behind. An arm covered in a tight gray outfit was wrapped around his throat, causing him to gasp for air.

"Who are you? Where did you come from?" a voice growled from behind him.

At that moment, something inside Ben Tennyson snapped. All the pain and grief he had experienced over the past few hours suddenly bubbled up, filling the legendary hero with an inhuman rage. Someone actually wanted to take him on? Oh, he'd be happy to oblige.

Remembering what Gwen told him about breaking grips, Ben did a quick combination of an elbow to the stomach (knocking the air out of Batman's lungs), a kick to the knee (making Batman lose his choke hold and fall to one knee), and twisted around to deliver a left hook to the dark knight's face.

As Batman hit the ground, Ben jumped over the table and ran through a door out of the room.

Diana ran over to Batman, who seemed surprised by the beating he had received. "The kid's been trained. Didn't see that coming," he said, wiping blood off of his lip.

XXXXXXXXXX

Ben Tennyson charged down the hallways, making sure he didn't run into unexpected company. However, it appeared that the space station was almost completely empty. "Come on... Where's the exit in this place?" he muttered as he turned another corner.

His run through the halls was stopped when he found a window. A window that showed the dark void of space.

Seeing the darkness of the galaxy brought back memories of old adventures, such as the fight with Ghostfreak, the test for the Plumbers Helpers, and the fight with Ragnarok (though Ben technically wasn't there for that one).

Ben sighed and leaned on the glass, his adrenaline rush fading instantly.

"You don't seem too surprised to find yourself in space," a voice behind him said. He turned to see a green-skinned man phase through the wall. Ben instinctively lifted his arm that had the Ultimatrix on it.

"I've been in space more times than you'd believe," Ben growled, readying himself for an attack. However, the green man remained still and resumed speaking.

"I sense that you speak the truth. I also sense a great deal of pain coming from you," J'onn noted, scanning the boy's mind. At that moment, the other five founding members appeared from either side of the hallway, effectively trapping Ben.

"I lost everything I loved in a single moment. Wouldn't you feel the same way?" Ben growled, his eyes never leaving the martian. J'onn understood what the boy meant; he too had lost everything he loved, thanks to the invaders.

Superman and Batman also felt that pain, having both lost their family in one single instant. "You are right. I have lost everything I loved, and I felt the same pain you do," J'onn said quietly. Ben's expression cahnged from angry to surprised. He slowly lowered his left wrist.

"You're exhausted. Rest, and we'll talk later," J'onn said, his eyes glowing for a split second. Ben blinked in surprise before his eyes rolled into the back of his head and he tumbled onto the ground, asleep.

XXXXXXXXXX

In the medical ward, the six heroes were checking over Ben's health. After removing his shirt and jacket, the team discovered that he had numerous cuts and bruises all over his body, some fresh and some old.

"This kid's had a hard time, that's for sure," John Stewart noted, running his eyes over a large scar that ran down Ben's right shoulder.

While Diana and Batman were running the medical systems, J'onn was scanning the boy's mind. "His name is Benjamin Tennyson," he announced, looking over at his fellow leaguers.

"Alright, we know his name. Now what's with the watch thing?" Flash asked, pointing toward the Ultimatrix. While taking off Ben's shirt, the team had noticed the alien device and tried to remove it as well, to no avail.

"It is a powerful device known as the Ultimatrix, which allows him to transform into alien species and use their abilities," J'onn said after another brief mind scan.

Flash whistled. "Wow. That probably drew some attention," he said quietly. J'onn's eyes glowed again, and he proceeded to go into detail.

"That is correct. Apparently, he found a similar device called the Omnitrix when he was only ten years old. He spent his entire summer vacation traveling the country, fighting human and alien enemies," J'onn explained.

Everyone's eyes widened when they heard that this kid became a hero at age ten. That was, without a doubt, the youngest person in history to become a superhero. He had taken on a huge responsibility at a young age. At the computer, Batman sympathized with the kid. Being forced to grow up before he was ready, whether by taking on a powerful alien weapon or watching your parents get gunned down for money.

"Wait, if he was ten, how was he crossing the country to fight crime?" Flash asked. The others nodded, also curious.

J'onn smiled a little. "Summer vacation. He was on a cross-country road trip with his grandfather and cousin when he found the Omnitrix."

"Makes sense," Superman said, shrugging. J'onn nodded and completed his scan.

The martian tried to keep personal matters out of his scan, but some things were unavoidable. J'onn had seen many villains, such as Doctor Animo, Hex, Enoch, Albedo, Darkstar, Agreggor... and one that standed out named Vilgax.

But the most surprising thing J'onn found was Ben's place of origin. Apparently, he existed in another dimension, one where aliens were very common and this boy was the universe's greatest hero. When J'onn informed the others of this, there was another moment of stunned silence.

"The universe's greatest hero... And he was only fifteen when he did it?" Diana asked. J'onn nodded.

J'onn then wrapped up his tale with the story of Ben's battle with Vilgax where he lost the Omnitrix and gained the Ultimatrix. "That tells us a lot, but he said he 'lost everything'. What did he mean, J'onn?" Superman asked.

"I'm sorry. It's not my place to tell that part. All I can say is that it caused him an enormous amount of suffering. He was actually attempting suicide when he appeared on our meeting table," J'onn said, calmly but firmly.

"Well, if that's the case, one of us is going to have to watch over him and make sure he doesn't try it again," Green Lantern said, looking down at the so-called savior of the universe.

"I'll take first shift," Batman announced. The others didn't know how to react to this, since the dark knight rarely volunteered for things like this. "Okay, we'll go in shifts. And whatever happens, make sure he doesn't escape. We're in the middle of space; he could kill himself by stepping outside," Superman ordered.

The Man of Steel, who had been on the right side of the bed, turned and began to walk out of the room, everyone except Batman following.

However, as Superman walked in front of Ben's left side, a voice behind him said "UNKNOWN DNA DETECTED. SCANNING."

Superman turned as a yellow light erupted from the Ultimatrix and began running up and down his body. He was about to ask what was going on, but, after a few seconds, the light disappeared and the Ultimatrix went back to being normal. "Something tells me that things just got more complicated," Green Lantern muttered.

XXXXXXXXXX

**Okay, I know this chapter was short, and there were no alien transformations, but I'm making up for that next chapter, I promise. I hope that little twist with the scanning was worth it, at least. Next chapter, Ben has to deal with the full grief over his dead loved ones, and he must decide what he will do in the future. So keep following my story, and reviews are appreciated.**

**Note: Like I said, this story was inspired by Agent-G's "Justice League: The Spider", so a few things might seem very similar. However, the Ben 10 part allows me to add my own plot ideas, so don't worry about me 'ripping off' Agent-G, because I wouldn't do that to a fellow author.**


	2. Old Memories

**Disclaimer: I still don't own Ben 10 or Justice League. My Jedi mind tricks don't work, apparently.**

**In this chapter, Ben begins the very slow process of healing, which includes getting over his hatred of the Ultimatrix. Also, I'm still up for any ideas, such as Ben's future love interest, or which aliens should appear. The readers are a big part of what I do, so please, suggestions are appreciated.**

XXXXXXXXXX

**Chapter 2: Old Memories**

The hero known as Ben Tennyson woke up with a groan, his vision blurry at first. He saw bright lights and what looked like a shiny metallic ceiling. Ben looked down at himself and saw that his jacket and shirt were gone, revealing his impressive physique. He had a few bandages around his waist and right arm, and an IV in his left arm.

"Well, you're alive at least," a deep voice said to Ben's left.

Turning his head, Ben saw the guy that had choked him before. "Great. It's you," Ben muttered as his head dropped back onto the pillow. The memories came rushing back instantly. His family and friends dead, his failed suicide, and having to run from a bunch of nutcases in costumes. Immediately, the grief and pain flowed back into the teen hero's mind.

Deciding that talking would delay his urge to kill himself, Ben started up a conversation. "So... Is this space station alien tech?" he asked the brooding man in the chair. "No. It was built by privately-funded scientists," the man said.

"Huh," Ben said, surprised. "Well, what is this space station for, why are there costumed people running around, and what do I call you?" Ben asked in rapid succession.

The dark man's cowl hid most of his emotions, but Ben saw the man's eye slits narrow slightly. "First off, you're on the Watchtower, headquarters for the Justice League. It's a team of superhumans that watch over the Earth and do our best to protect it from attacks. And I'm known as Batman," the dark detective said.

Ben blinked. There was no Justice League back home. If there was, he'd sure as hell be on it, considering he was the savior of the universe. Remembering a few things from his old physics classes, Ben's mind automatically came to one conclusion. His face betrayed his thoughts, however, and Batman spoke again.

"We had J'onn, the green man you spoke to, scan your mind. It appears that you came from an alternate reality, but we have no idea how, why, or from which universe. We're currently looking into it."

Ben closed his eyes and allowed his head to thump back onto the pillow. As if his life couldn't be weirder... Aliens, space travel, invasions, and alternate universes. Just freakin' perfect.

He felt numb, as if he had entered a dream. Nothing felt real. Every sense was blocked out by the mixture of pain, confusion, anger, hate, and a multitude of other emotions. Ben wondered how he hadn't gone insane from all the feelings. Fortunately, Batman broke his thoughts by speaking.

"J'onn said you've been doing this since you were ten. Is that true?" the detective asked.

Ben nodded. "Yeah. I was starting vacation with my grandpa and cousin, Gwen. I was walking in the woods and a meteor crashed in front of me. And the Omnitrix was inside." Ben paused for a moment, remembering the day perfectly.

"It jumped onto my wrist. After that, it was one hell of a summer vacation," Ben finished. He almost laughed, remembering the rivalry he and Gwen had shared when they were younger. While Ben was walking down memory lane, Batman was examining Ben's physical state. The kid was covered in scars and bruises; some fresh and some old. The kid had quite a violent run as a hero, that was for sure. However, it seemed that he had been upping his abilities, considering how swiftly he had beaten the dark knight down.

"So why exactly were you waiting for me to wake up?" Ben suddenly asked, interrupting Batman's train of thought.

"We heard you tried to commit suicide when you appeared on our table," Batman said calmly. Ben winced and sighed. "Yeah, well, it was a spur of the moment thing. After everything that happened..." the teen said, trailing off. The memories threatened to paralyze Ben again, so he switched thoughts.

"Bottom line: No more suicide attempts for me," Ben finished.

Batman studied him for a few seconds. Being a professional in coercion, Batman could tell when someone wasn't telling him the truth. However, Ben didn't appear to be lying. In fact, he seemed sincere. So, with few other options, and plans to attend to, the dark knight stood up.

"Then we'll talk later," Batman said before turning to leave. He stopped once to turn out the lights, and then closed the door behind him. Checking to see that the windows to the room were darkened, the dark knight left to attend to other matters.

XXXXXXXXXX

Inside the room holding Ben Tennyson, the only source of light came from the Ultimatrix hologram. The green light reflected off of his own emerald eyes, and his mind raged like a hurricane. He had to face facts: He couldn't use the Ultimatrix again. Not after all that happened. He would have removed it right now, if not for the fact that he was in a space station with many people he didn't know or trust. Sighing, Ben allowed the alien device to shut off before falling back asleep.

XXXXXXXXXX

"So, what do you guys think?" Flash asked. It had been five days since Ben had been dropped into their space station, and they were discussing what to do with the ex-hero.

"Well, we can't just drop him in Gotham and tell him to get a job. He has no family, no friends, no home, and no life," Green Lantern pointed out, everyone else nodding in turn.

"While that may be true, the Watchtower is not a permanent residence," Batman stated. "Eventually, he'll have to find a home on this Earth, seeing as we can't send him back to his world." Flash leaned forward, his face becoming serious.

"Either way, we can't just dump him. We have to let him decide when to go down there," the speedster said.

"But what about his mental health?" Diana asked the others. "From what I've seen, he doesn't ever want to use that device on his arm again. Whenever he even looks at it, he seems to become... tense," she added. She had been watching the boy carefully the past few days, and she had noticed his hatred of the Ultimatrix.

After a few more minutes of debate, they were agreed. Ben could stay for a little while, but he'd have to decide what he wanted quickly. They planned on having their big 'Opening Day' with all their new recruits soon, and Ben had to either join them, or move out of the way.

XXXXXXXXXX

Ben Tennyson was sitting at one of the cafeteria tables, picking at his food without really caring. So much was happening... It was overwhelming. He was wearing his normal attire of jeans and a black T-shirt, though he didn't wear his jacket. That jacket belonged to a hero. Not him.

Luckily for him the League members had bought some fresh clothes for him.

Anyway, Ben had been examining the Watchtower, learning about it (for lack of anything better to do) and the League members. From what he heard, Superman and J'onn were aliens, Wonder Woman was an Amazon warrior, and Green Lantern was an intergalactic cop.

Hell, the only ones who didn't have anything to do with space were Flash and Batman, the former being a lot more friendly than the latter.

Ben had been surprised by their competence. The Galactic Enforcers had made Ben wary of anyone who wore capes and bright outfits. Judging by what he'd seen, Ben had developed his own mental 'files' on each member.

Superman was basically the most dangerous boy scout that ever lived. The guy could do no wrong, even if he could fling a tank into orbit without effort.

Batman was a brooding but intelligent guy with a cold attitude and spoke more with actions than words.

Wonder Woman was actually quite friendly, though Ben knew from footage he had seen that he wouldn't want to piss her off. After all, she had centuries of fighting experience.

Green Lantern was a military man, through and through, though he seemed to at least have a sense of humor. Not much else to add to that.

J'onn was a calming figure; he always seemed to know exactly what to say when someone needed to talk, something Ben appreciated.

And then there was Flash. Hyper, joking, and the easy to get along with. Ben liked him immediately.

Ben kept hearing about someone named Hawkgirl, though no one really told him anything. _Must be a touchy subject, _Ben thought. So here was the so-called 'Savior of the Universe', sitting alone in a cafeteria, feeling like his whole world was gone (which it was).

Ben didn't have much to do on the Watchtower. He sometimes covered shifts for the others, or walked around checking the station's systems. However, he still couldn't use the Ultimatrix. Every time he tried, his hand would start shaking, and he just found it impossible to push the face down.

From a distance, Flash and Diana were watching him carefully. "I hate seeing him like this," Diana said quietly, watching Ben finish his meal and stand to put his tray away.

"I know. It's just not right," Flash agreed. "This kid gave up everything to be a hero. His family, his friends, his girlfriend. Why do things like this always happen to people like us?" he asked.

Diana nodded in agreement. Superman and J'onn had lost their planets, Batman had lost his parents, John had seen friends die in the Marines... Heroes always seemed to suffer more than most, even though they fought for the greater good. Fate seems to be cruel to those who try to help.

"Well, I'm gonna try and cheer him up," Flash said before zooming over to where Ben stood.

"Whatcha thinking about?" Flash asked, trying to get Ben to open up.

Ben had told a few stories about his old life, including some that shocked the other members, such as the whole ordeal with the Fountain of Youth, or the Krakken in the lake. However, it pained him to talk about his family.

"The usual," Ben said simply.

_Okay, new plan, _Flash thought.

"I'm just going to be honest here. I'm probably the only one in the League who hasn't had something like this happen to them. I can't imagine what you're going through, but maybe talking about it will cheer you up," Flash suggested.

Ben was silent for a moment, and Flash wondered if he upset the young man. But the kid gave a little smile and said "Fair enough."

Flash grinned. "Cool. But if we're gonna swap stories, I'm gonna need a pizza."

XXXXXXXXXX

Flash managed to cease his laughter long enough to wipe a tear from his eye before asking "You're telling me that you beat down a whole bar, broke into a spaceship, and threatened to turn a big alien guy's intestines into a sweater, all with the same alien?"

Ben smiled and said "That's Rath for you."

"Man, that's crazy," Flash chuckled. "You think that's crazy? You should hear what happened at the end of my first summer with the Omnitrix."

"Do tell," Flash said, wanting to hear more humorous tales.

"Well, this guy brought a team of all my old baddies together. They called themselves the 'Negative 10'," Ben said, knowing that Flash would understand. He had heard about the Secret Society incident, so that was something Ben shared with the Justice League.

"Their leader wanted this thing called the Sub-Energy, which gave him nearly unlimited power. So me, Gwen, Grandpa, and this kid Cooper are all fighting these bad guys, and I'm using this new alien called Eye Guy," Ben explained.

Flash nodded, indicating he understood. Ben continued.

"So the others say they can hold the Negative 10 off while I take down their boss, Driscoll. And so I use Upchuck," Ben said. Flash began laughing again. Ben had told him about Upchuck, and Flash considered it absurd to use such a little alien against a massive energy source.

"Well, I managed to use Upchuck to swallow the Sub-Energy, and then I released it in one big blast. I beat Driscoll, but..." Ben said, trailing off. He was kind of embarrassed about what came next. Then came Flash's inevitable "But what?"

Ben smiled sheepishly. "I... Kind of obliterated Mount Rushmore in the process."

Flash's jaw fell instantly.

"Yeah, that's the part I'm not proud of," Ben said.

The two continued swapping stories, their pizza gone almost instantly (courtesy of Flash's super-fast eating habits). After a while though, Ben eyes turned back to the Ultimatrix. This wasn't lost on Flash.

"You're having trouble using it again, huh?" Flash asked, already knowing the answer. Ben was silent for a moment before answering.

"I did earlier today, but I've been thinking back," Ben said, eyes never leaving the alien device.

"And what were you thinking about?" Flash questioned, wondering what might be going the kid's head.

"I thought back to when I was fifteen. Back when Grandpa Max disappeared and I had to stop an invasion. I didn't want to put the Omnitrix back on at first. But..." Ben trailed off. Flash remained quiet, letting Ben go at his own pace. The teen sighed before continuing. "I put it back on because I felt it was my responsibility, not because I thought it would be fun. I put it back on to save the world and everyone on it," he explained.

"Just now, I realized that no matter what happened, I never took the Omnitrix off after that. You know, until I got this," Ben continued, holding the Ultimatrix up in the air.

"And even when my parents were being threatened by my enemies, even when I just wanted to be normal, I left it on my wrist. Not for my needs, but for the needs of the many."

Flash blinked. He had a feeling he knew where this was going.

Ben turned and looked him right in the eyes. "I'm not sure if I'm ready to be a hero again. But I at least want to be able to use the Ultimatrix without freezing up. You got a training room around here?"

XXXXXXXXXX

Ben stood in the middle of the Watchtower's new holographic battle simulator, which had taken the form of a large city that resembled New York.

Inside the control room, Batman began preparing the systems while the rest of the League watched. When Ben had requested a training room, the speedster had immediately darted throughout the space station, telling every member the news. While not saying it aloud, they were all curious about Ben's alien transformations.

"Ben, we're going to start off slow and easy. We're going to send out some drones for you to practice on," Batman said into the microphone.

Ben nodded and breathed in. "Okay Tennyson," he muttered to himself. "It's now or never." He looked to see a couple of weird robots with horseshoe-shaped heads step out of a building. _Guess that must be an entrance into the simulator, _Ben thought to himself.

"Ready when you are," Batman announced, waiting for Ben to transform. Ben activated the Ultimatrix, switching through the holograms before realizing something was wrong.

"Wait a second," Ben said out loud. Batman halted the robots before speaking. "I thought you said you were ready to do this again."

"It's not that. It's just that a lot of my aliens are gone. I had like sixty when I came here, now I only have nineteen," Ben announced, double-checking his count. Yep, nineteen aliens in all.

"Should we stop the simulator?" Superman asked. However, Ben heard it through the mic and protested. "No, I can do this. I was just surprised, that's all. Something must have happened when I was transported here. Let's just get on with this and figure it out later."

Batman nodded silently and reactivated the robots. As they prepared to fire, Ben searched through the Ultimatrix until he found an old friend. "Okay, Ben. Hero time," he muttered as he forced his hand down onto the watch. Inside the control room, the screens watching Ben were blinded by a bright green flash.

Ben felt that familiar feeling as his body transformed. His hands became four-fingered, and his body became green while growing until it was over six feet tall. The flash died down, and the League stared in awe as Ben bellowed "**SWAMPFIRE!**"

"Oh, this is gonna be good," Flash said, grinning in excitement.

XXXXXXXXXX

**Okay, this one was quite a buildup, I'll admit. Next chapter is basically a lot of Ben getting back into the hero role, where I reveal what aliens Ben can access. And before you ask, Alien X is not in there. At least not yet.**

**Anyway, thank you for your reviews, and stay tuned for the next chapter.**


	3. Back in the Saddle

**Disclaimer: Once more, the I do not own Ben 10 or Justice League. However, I do own two dogs and an elephant gun.**

**Okay, this chapter is supposed to be a little treat for my fellow Ben 10 fans, because it will reveal the aliens that Ben has access to at the moment. I plan on adding more in the future, so suggestions are welcome.**

XXXXXXXXXX

**Chapter 3: Back in the Saddle**

Ben blinked in surprise as he looked down at his hands. The familiar plant-like texture gave Ben a mixture of nostalgia and hate. For a split-second, he considered abandoning the training simulation... But he knew he had to get over this fear.

However, Ben didn't get much time to think, as the two robots standing in front of him began firing little laser blasts at him from their hands. Ben's hands balled into fists as he looked up. The laser blasts didn't affect him, of course; they simply poked little holes into his body that healed up seconds later.

Ben looked to his left to see a car sitting there. A red 2004 Mustang to be exact. _Well, the League did want to see what my aliens can do_, he thought as he walked over and effortlessly lifted the vehicle over his head. The robots kept firing their useless lasers at Swampfire while backing away. Ben simply grinned and chucked the car into the air.

The robots weren't fast enough as the car crushed their metal bodies.

"That all you got?" Ben mockingly asked his audience.

Inside the control room, Batman's eyes narrowed as he typed in another command. However, before he started the next wave of enemies, he spoke once more into the microphone. "I'm going to increase the difficulty of the training program. However, we need to see what your alien forms are capable of," he explained.

"You wanna see what I can do. Got it," Ben said as he cracked his knuckles in anticipation.

Batman activated five more drones, which ran out of a building to greet their foe. Ben prepared for another easy victory. However, he didn't expect the drones to start changing form. "Holographic robots. Cool," Ben smirked as he got a close look at the robots' new forms.

There was one guy who had a flaming green skull for a head, another who had purple skin, and one who looked like a pale version of Superman with a backwards 'S' symbol on the chest. The other two were female, one looked like a humanoid cheetah, and the other was white and black with some kind of skull look on her face.

"Some of your bad guys?" Ben guessed.

"Good guess. You're looking at Atomic Skull, Parasite, Bizarro, Cheetah, and Silver Banshee," Batman explained. Ben nodded and got ready.

Bizarro was the first to attack. He flew forward and threw a punch at Ben's chest. However, Ben smirked as the fist blew threw his body and got stuck. As Bizarro struggled to remove his fist, Ben lifted his foot and delivered a kick to Bizarro's face, sending him flying into a building.

The other four attacked together. Ben was hit with a blast of energy by Atomic Skull, which knocked him back while Cheetah and Parasite got up close and personal. Ben immediately held his palm out, a fireball flying from his hand and hitting Parasite in the head.

Cheetah began attacking Ben with her claws, swiping back and forth wildly. Ben easily caught her wrist and hit her in the stomach, causing her to crumple to the ground. Ben noticed how the holographic drones were tougher than the ones from before.

Ben looked up, only to take a punch in the face from a flying Silver Banshee. The transformed teen was immediately slammed into a building.

Ben groaned as he climbed out of the hole in the building. His eyes than widened as he saw his five opponents regrouping. As good as he was with his aliens, Ben knew he couldn't take on five super powered enemies. At least not with regular Swampfire.

"Hey Bats?" Ben said out loud, his heart thudding in anticipation.

"What?" Batman said through the speaker.

"You wanted to see my aliens? Well, check this out!" Ben said as he hit the Ultimatrix symbol on his chest. Four spikes popped out, and Ben felt that familiar tingling as his strength and power increased, and his back became heavier.

When the transformation was complete, the members of the League stared in awe at a creature that resembled a tree, with three large blue spheres sticking out of its back.

"**ULTIMATE SWAMPFIRE!**" Ben roared. His five opponents didn't look surprised. But then again, they were drones, so they obviously wouldn't show any emotions. Ben shrugged and got ready to fight. Silver Banshee and Atomic Skull charged forward, causing Ben to grin.

He lifted both hands and waited for the two to come closer.

"What's he doing?" Diana asked from the control room.

The Amazon's question was swiftly answered. As soon as Atomic Skull and Silver Banshee were close enough, Ben unleashed a massive blast of blue fire, which hit the two villains like a bullet train. When Ben ceased his attack lowered his hands, he saw that the two drones had been blasted to pieces.

"Two down," Ben said, a cocky tone in his voice. In the control room, everyone was stunned by the power of this form. "Maybe you should spar with him," Flash said jokingly, nudging Superman in the arm.

But, seeing as how he had lowered his number of opponents, Ben decided to show the League a few more of his aliens. This idea caused him to smile, remembering when he was ten and he was constantly showing off his aliens. Ben touched the Omnitrix symbol, reverting back to normal Swampfire, before tapping the symbol again.

With another bright green flash, the League was now looking at a large, twelve-foot-tall brown dinosaur creature. "**HUMONGOUSAUR!**" Ben roared.

"I've seen a dinosaur. I can finally die happy," Flash said, grinning. Green Lantern shook his head in annoyance, while the others watched Ben intently.

This time, Ben charged first, roaring as he did so. Bizarro flew into the sky, while Parasite and Cheetah rushed to meet Ben head-on. Ben threw his fist down toward the ground, attempting to crush Parasite, but the purple baddie jumped out of the way. This gave Cheetah an opening as she attempted to claw Ben's eyes out.

Ben leaned back and grabbed Cheetah's waist with his giant hand before slamming her into the ground. She began twitching as the hologram dropped and the drone ceased movement. Ben then grunted as Parasite jumped up and punched him in the side of the face.

The alien dinosaur growled as he threw a punch that connected with Parasite's face, effectively crushing the drone's head in one move. "Could he do that to the real Parasite?" Flash asked Batman. "Doubtful. The drones aren't fully programmed, so they're slightly weaker than the real bad guys," Batman explained.

Ben then looked up to see Bizarro floating in the air. Since Humongousaur wasn't a form used for air battles, Ben only had one option. His hand drifted down to the symbol and tapped it. There was another green flash, and Ben shouted "**BIG CHILL!**"

"An alien Mothman. I don't believe it," John Stewart said dryly.

Ben opened his wings and flew into the air, preparing for an attack. When the reverse-Superman didn't move, Ben made the first move, blasting his ice-breath through his mouth. Bizarro countered by opening his own mouth, sending a blast of fire from his throat. Fire collided with ice, and Ben found himself blasted back as Bizarro's flames broke through.

"Okay, no luck there," Ben muttered. The Ultimatrix on his chest began flashing, meaning that Ben could only transform one more time. The teen's first thought was to go Ultimate Big Chill, but he had a better idea.

Ben floated down to the roof of one of the holographic buildings. Bizarro followed, which was exactly what Ben wanted him to do.

"This one's for you, Flash," Ben muttered as he tapped the symbol once more.

After the bright green flash, the blue mothman was replaced by a nine-foot-tall humanoid tiger. "**RATH!**" the creature roared. Inside the control room, Flash's excitement grew even more. "This is gonna be funny. You should hear the stories Ben has about this guy," the speedster told the others.

"Let me tell you something, robot! Nobody can handle Rath!" the tiger roared as he lunged. Bizarro had no time to react as the alien collided with him and sent him flying off the building. While falling through the air, Rath kept a grip on Bizarro's throat with his left hand while punching him with his right.

Seeing the ground grow closer, Ben positioned Bizarro so that the twisted Superman was under his feet. The League members knew what was coming next.

The Bizarro droid was slammed into the ground by the combination of gravity and Rath's weight. The metal body crumpled instantly, and the hologram vanished. Rath then lifted his head and roared in victory.

"Interesting," Batman said beneath his breath. However, Superman's super hearing caught it easily. "What's interesting?" the Man of Steel asked. "This alien appears affect Ben's personality. He's more aggressive, and much more vocal," Batman explained.

At that moment, the Ultimatrix ran out of power, and the form of Rath transformed back into an eighteen-year-old human.

"Out of juice," Ben said out loud, holding the Ultimatrix up for emphasis.

"Alright. Hit the showers, you look a little tired. We'll meet back here in two hours," Batman said into the speaker. Ben nodded, knowing that Batman was right. Multiple transformations got tiring, along with beating down five opponents at once. While Ben headed for the showers, the League members had a meeting.

XXXXXXXXXX

"This kid's obviously had quite the career," John Stewart noted. The others all agreed.

"I was examining some of his moves in the combat simulator. He seems to have different attack styles for each alien. For instance, the green one. He didn't bother dodging the attacks because he knew they wouldn't hurt him. And when he used the two large forms, he fought like a brawler," Batman noted.

"Well, it seems to be working for him. I mean, he has been doing this for years," Flash added.

"I understand that he's going through a tough time right now, but I think he'd make an excellent addition to the expanded League," J'onn said, voicing his opinion.

"Before we can ask him to do that, we need to catalog all of his aliens," Batman said.

"And there's another matter we need to discuss," Superman spoke up. All heads looked toward the Man of Steel. "Ben has been up on this station for a while now. I think he needs to visit Earth. If he's stuck here, I think he has to see the world," he explained.

"I'm with the Boy Scout. Ben needs to get out, see the sights," Flash added.

"That's going to be hard to do, considering that we haven't told him our identities yet," Batman said. There was a silence, for Batman was right. Ben knew who Diana and J'onn were, since they had no secret identities to worry about. However, Ben didn't know Clark Kent, Bruce Wayne, Wally West, or John Stewart.

"Think we can trust him?" Superman asked.

"Personally, I do, but that's just me," Flash said.

"I'm going to keep thinking about it. I should have a decision by the time Ben's done with his second run in the simulator," Superman said. They all nodded and began exiting the room. None of them noticed the bug-sized Nanomech perched on the ceiling.

XXXXXXXXXX

**Four hours later...**

Ben Tennyson finished his second helping of spaghetti, his stomach filled to the brim. As it turns out, he had to do the simulator two more times to show Batman all of his aliens (however, Ben hadn't revealed anymore of his Ultimate aliens yet). Ben had been unable to use his nineteenth alien, however, considering that the last form was Way Big, who was probably bigger than the Watchtower.

The simulations had been more difficult than the first, with Ben fighting some tough enemies such as a giant woman (Giganta), a yellow hulking alien (Mongul), and some big muscular guy wearing an S&M mask (Bane).

The teen looked up to see Batman approaching. The dark knight sat down and placed a file on the table. "This is the data I received from your aliens. I wanted to run it by you to double-check," Bats explained.

Ben shrugged and opened the file, mentally checking off the aliens. _Swampfire, Humongousaur, Big Chill, Rath, Spidermonkey, Echo Echo, Jetray, Diamondhead, Chromastone, Lodestar, Cannonbolt, Nanomech, Upchuck, NRG, Armodrillo, Terraspin, Ampfibian, and Water Hazard. Guess I'll have to show him Way Big soon, _Ben thought as he closed the file.

"Yep, that's all of them," Ben said.

"What about the nineteenth alien?" Batman asked.

"We're gonna need one big, empty space," Ben joked. Batman didn't respond as Ben handed him the file back. The dark knight remained quiet even as he got up and began walking away.

"Nice to see you too," Ben muttered under his breath. The teen hero stood and put his tray away before walking back to his room. While he tried to remain calm in the presence of League members, he was still hurting inside. He still cried himself to sleep every night, and sometimes woke up with tears on his face from the nightmares.

Ben walked into his room, looking sorrowfully at the jacket that lay in his chair. The jacket had been a present from Gwen on his fifteenth birthday, and he had worn it throughout his entire teen hero career. Now, it was just a painful reminder.

Ben's thoughts were interrupted when his door was opened, revealing Superman standing there.

"You were quite impressive in the battle simulator," Superman admitted. Ben had been quite a fighter; it had almost been like watching a gladiator fight of ancient Rome, except with aliens instead of gladiators.

"Thanks, but Mongul was a tough one," Ben said, remembering a painful punch to the gut he had received as Cannonbolt.

"Tell me about it," Superman said, remembering his match against the alien warrior.

"While I appreciate the praise, I'm guessing that's not why you're here," Ben said, raising a questioning eyebrow. Superman smiled slightly and said "How observant. I'm here to make you an offer."

Superman walked through the door and over to the window, looking out into space. "I told you what happened to my world, right?" he asked. Ben nodded. It wasn't a tale he was going to forget anytime soon. The destruction of Krypton, the Man of Steel's entire planet. Ben felt a kind of kinship with the famous hero.

"I lost my planet, my family, everything. But I found life on this one, and I found a purpose," Superman said, looking at the teenager in front of him.

"And you think you could help me do the same?" Ben asked, walking over to the Man of Steel until they were both standing by the window. While Ben had grown in his teen years, the Man of Steel was still taller, and very intimidating despite his normally gentle nature.

"Exactly. Which is why me and the rest of the League think you should explore our Earth. It'll be good for you to get out of the Watchtower," Superman explained.

"That sounds nice. But where would I stay? I'm kind of broke, and I don't think hotels would except shards from Diamondhead," Ben said, trying to crack a joke.

"I know. Which is why I've contacted my parents. You're going to stay with them for a few days, and my cousin, Kara," Superman explained. "Is this going where I think it's going?" Ben asked apprehensively.

The Man of Steel turned to face Ben directly. He held out a hand and said "Clark Kent. Nice to meet you." Ben smiled as he shook the man's hand.

"Nice to meet you," Ben responded, the handshake ending.

"So, when do we head out, and where are we going?" Ben asked. "Well, today's Thursday, so the weekend. And we're going to Smallville, Kansas," the Man of Steel replied. Ben blinked in surprise.

"Kansas? Not what I would have bet. But then again, I came from a place called Bellwood. World didn't know it existed until my identity was blown," Ben said, causing Superman to laugh a little.

"Anyway, I'll let you sleep," Clark said, turning to leave.

"Clark?" Ben said, causing the hero turn around. "Thanks for telling me. That took guts," Ben said, gratitude filling his eyes. Superman simply smiled and nodded before exiting the room. Ben turned to look out the window once more. No matter how many times you saw it, the view of Earth from space never ceased to be awe-inspiring.

XXXXXXXXXX

**I'll admit, the visit to the Kent farm was taken from "Justice League: The Spider". It's just too good an idea to pass up. But I plan on mixing things up a bit, and after that, everything is 100% original. And if Agent-G somehow reads this, please don't track me down and kill me. **

**And reviews are still appreciated. Anyway, next chapter will be up soon, so stay tuned.**


	4. Kindred Spirit

**Disclaimer: I still do not own Justice League or Ben 10. Do I really have to keep writing this?**

**Okay, this time, Ben's gonna visit the family of Clark Kent, and he might make a new friend. **

XXXXXXXXXX

**Chapter 4: Kindred Spirit**

Ben Tennyson remained absolutely still, his eyes locked on one thing.

His familiar green jacket was lying on his bed in the Justice League Watchtower, and Ben didn't know if he should take it with him. On one hand, he might find the courage to put it on again. On the other hand, he didn't even know if he was officially back in the hero business. At least not yet.

Sighing, Ben finally tossed the jacket into the borrowed suitcase along with a few other clothes. At the moment, he wore his normal attire of jeans and a black T-shirt. The Ultimatrix stood out on his left wrist, which made Ben wonder if someone began asking questions. If someone saw it and he ended up in the hero business again, there could be another Jimmy Jones incident.

The teen shut the suitcase and lifted it over his shoulder. He then activated the Ultimatrix and slammed his palm down on a hologram.

"**BIG CHILL!**" Ben said in his usual transformation shout-out. _Should I stop shouting out my aliens' names?_ Ben wondered. It had been a habit for him in his old life, but would the League find it weird here? Putting the thought aside for later, Ben spread his wings and began phasing through the walls until he found the open main deck of the ship.

Apparently, the League had found some new tech that allowed teleportation to and from the planet. Which was a lot faster than their old mode of transportation: ships called Javelins. Ben looked down to see Superman on the platform waiting for him, though he wasn't in his uniform. Now he wore a suit and glasses, plus his hair was slicked back. Ben had to admit, people who hadn't seen Superman up close would never see the difference.

The teen floated down onto the platform, causing Clark to raise an eyebrow. "Did you have to transform to get here?" he asked. Big Chill shrugged and responded with "It's my oen personal therapy. Every time I transform, I find it a little easier to use the Ultimatrix."

Ben hit the symbol on his chest, reverting back to normal. "Now then, where to first?" he asked, slightly nervous about his first visit to this new Earth. "First we're gonna go by my place, then we can fly to my parents'. How fast can that one alien go again?" Clark asked.

"Jetray? I've gotten him to somewhere around Mach 10 before," Ben answered. Clark nodded and turned. "J'onn, ready when you are."

There was a flash of light, and Ben found himself standing in a large apartment. Looking around, Ben was impressed. "You must be one good reporter to get this place," he noted. Clark chuckled and said "Thanks. I like to think I am, considering I can see through walls and hear things miles away."

"Fair enough," Ben responded, smirking.

"Anyway, you're probably wondering why we're here instead of my place," Clark said.

"Let me guess. You don't want to have your parents' home in the Watchtower mainframe, as a precaution," Ben guessed. Clark clapped his hands in a joking manner. "Give the man a prize," he joked. Ben chuckled slightly as the two walked over to the window. Ben double-checked to make sure the suitcase was on his back nice and tight, as it would suck for him to lose his luggage. That happened enough in regular airports, anyway.

Ben activated the Ultimatrix and slapped down. "**JETRAY!**" he said, making sure he didn't yell too loud. This was an apartment complex, after all.

Clark then floated into the air, Ben folowing his lead. Clark then turned toward the direction of Kansas and began to fly. Ben kept up, and pretty soon they hit supersonic speed. They managed to make good time as they landed.

"Home sweet home," Clark said, showing Peter his childhood home. Ben felt relaxed here for some reason. It was nice and quiet. The simple life, one would call it. There was a field, a barn, and a nice two-story house. "Peaceful," Ben noted as he tapped the Ultimatrix symbol on his chest.

The teen reverted back to normal, and Clark motioned for him to follow him into the house. "Time to meet the folks," Clark said lightly as he opened the door.

Ben walked in, Clark closing the door behind him. "Ma? Pa?" Clark called out. "Clark! You're here sooner than expected," a woman's voice called out. A woman stepped out that Ben assumed was Clark's mother. She had short gray hair and a kind expression.

"It's easy when you can fly faster than the speed of sound," Clark said, smiling as he hugged his mother.

When they broke the hug, the woman turned to their guest. "You must be Ben. Call me Martha," she said warmly. Ben couldn't help but smile. He could already tell this woman was a big influence on the big blue boy scout.

"How are you holding up, dear?" the kind woman asked.

"Better than I felt a week ago," Ben said truthfully.

"I'll go get Pa. I can hear him cursing out the tractor," Clark said as he turned to find his father.

"He makes it sound like a regular occurence," Ben noted. Martha chuckled. "Jonathan has had that tractor for years. He refuses to get a new one; says that the modern tractors are too flashy," the elderly woman explained.

"I could help him. I worked with tractors before," Ben offered. Martha blinked in surprise. "Really?" she asked.

"Yeah, my grandpa made me work on a farm when I was ten. I had to learn how to fix a tractor, plant seeds, feed pigs, milk cows," Ben said, remembering the Dairyville Family Fun Farm Camp in South Carolina. Ben didn't tell Martha that he used his aliens to get the farm work done, though. It was during his time there that the alien mummy showed up.

"Well, you're just full of surprises, aren't you?" Martha asked jokingly. Ben shrugged. "One summer vacation can teach you a lot," he said.

Ben and Martha chatted for a few minutes. The woman was quite the kind spirit, and Ben was reminded of Aunt Vera (minus the gellatin mold, thank God). After a while, Clark showed up with a gentlemen with glasses, some gray hair, and some slight balding. "Jonathan Kent. Welcome to the farm, son," the man said. Ben stood from his chair and shook the man's hand, remembering what Grandpa Max told him about having a firm grip.

After a while of talking and eating lunch, Ben leaned back. "Man, I haven't eaten that much since the end of my cross-country trip," Ben said. He remembered it clearly. Right after Ben had been dropped off at home, he had begged his parents to take him to an all-you-can-eat buffet. After a summer of eating slugs, jellyfish, and eyeballs, Ben had desperately needed real food.

"Your grandpa really made Jellyfish gumbo?" Jonathan asked, stunned. Ben chuckled. "That was Grandpa for you," he responded.

After a few more minutes of talking, Clark stood. "Sorry Ma, Pa, but I have to go. League needs me on duty today," Clark said sheepishly. "See you soon, boy scout," Ben grinned. He had recently adopted Flash's nickname for the Man of Steel, as it seemed to fit. Clark chuckled a little, hugged his parents goodbye, and zoomed out.

"Well, since I'm here, you guys need help with anything?" Ben offered. He didn't want to be a lazy guest.

"I've got the dishes dear. But maybe Jonathan could use your help out back," Martha said. Ben accepted that offer, and he and Jonathan headed out back. "Well son, you know anything about tractors?" the elder Kent asked.

"Well, what's the problem with this one?" Ben asked, looking at the machine. It was older, but still in relatively good condition.

"Every time I use it, it moves a few inches before dying on me. I don't know what the problem is," Jonathan said, rubbing the bridge of his nose.

"Well, I remember a similar problem with a tractor my grandpa showed me. There are two ways to check. One is to take the whole tractor apart," Ben suggested. "Can't do that. We take it apart, I don't think I could put it back together," Jonathan said.

"Well, there is another way, but I'm not sure about it," Ben said. When Jonathan looked at him, Ben held up his left wrist. Jonathan raised an eyebrow. "Clark told me about that device. You got something that could help out here?" he asked.

Ben nodded, and Jonathan said "Okay. Go ahead."

Ben activated the Ultimatrix, twisted the dial until he found the right alien, and slapped down. Jonathan covered his eyes from a bright green flash, and when the light died down, Ben was gone.

"**NANOMECH!**" a tiny voice squeaked. Jonathan looked down to see a bug-sized thing flying near his face. "I'm on it," the miniaturized teen said as he flew into the tractor.

Ten minutes later, Ben flew back out and turned back to normal. "There were a few pieces in there that were loose. They're good to go now," Ben said. Jonathan smiled and nodded. "Well, time to get to work," he said, clapping his hands together.

The hard work made Ben work up a sweat, and it felt good. Nothing felt quite as enlightening as a good workout.

Around three o' clock, a certain blonde girl was walking home from school, her mind deep in thought. The girl's name was Kara Kent, though she was known to the world as Supergirl. She was Clark Kent's cousin, and sole survivor of Krypton's sister planet, Argos.

Kara had recently been offered a chance to join the Justice League, and she was excited to prove herself. But she was nervous; one screw-up and it could haunt her forever.

Kara finally reached the Kent house, put her things in her room, and changed clothes before heading for the kitchen.

"Oh, Kara, perfect timing. Jonathan and our guest could use some help outside," Martha said, greeting the teenage girl.

"Company? Like a neighbor or something?" Kara asked, praying that it wasn't. That meant toning down her powers, and having to use normal strength and speed, which she hated.

Martha simply chuckled. "Oh no, this isn't normal company. Clark brought him over, and he actually flew here himself. He's going to be staying with us for a few days, in Clark's room. Like I said, he's out back, helping Jonathan."

"He's a hero?" Kara asked, interested.

"Yes, but I doubt you've heard of him," Martha said, remembering what Clark told him about Ben's... arrival. "He's around your age, though," Martha added. That was the detail that settled the deal. Kara turned and ran out the door, leaving a smiling Martha in the kitchen.

Kara walked into the barn to see quite an astonishing sight. Jonathan Kent stood there watching as many small white creatures were running around, arranging the farm, including tools and hay. However, the white things froze upon seeing Kara standing there.

"Please God, tell me you're Kara," the closest one said, a hint of fear in its heavily distorted voice. "Yeah, I'm Kara," the blonde said, staring at the little creatures. The white things all sighed in relief and finished their arranging of the barn. Then Kara watched as they all merged into one before a bright green flash illuminated the barn.

When the light cleared, a boy around her age stood in its place, a small smile on his face.

"I guess you're Ben?" Kara asked. The teen across from her nodded, and Kara glanced at the gauntlet-like device on his left arm.

"Think you two can finish everything off? I need to go lie down. Old age is a pain," Jonathan said as he rubbed his back.

"I'm on it," Kara said, picking up a bail of hay with one hand and tossing it into the rafters. "Not bad," Ben said, impressed by her strength. But then again, this was Superman's cousin, so she was bound to have some of his strength.

"So, how exactly did you..." Kara began to ask, her voice trailing off. She was basically asking how Ben became Echo Echo.

"Like this," Ben said, lifting his wrist and activating the Ultimatrix. Kara stared in awe at the green hologram. Ben twisted the dial, looking for a strong form. He settled and slammed down on the face. Kara shielded her eyes from the green flash, which died down quickly.

"**DIAMONDHEAD!**" a deep voice rumbled. Kara looked up to see a large form with a kind of blue body, and an emerald face, arms, and spikes coming out of his back.

"That's cool," Kara admitted. "Thanks. This guy's an old favorite," Ben said in his new, deep voice.

The two soon finished tossing bails of hay into the rafters, which only took about two minutes. "What else you got on that watch?" Kara asked, curious.

"Well, I have seventeen that you haven't seen yet, but I can't show you all of them at once," Ben said. "Well, how'd you get that watch?" Kara asked, wondering if he built it himself. "It's a long story," Ben said, hitting the symbol and reverting back to normal.

"Well, you have one on there that can fly?" Kara asked.

XXXXXXXXXX

In the sky, the sun illuminated the clouds and the earth. It was a majestic sight, a sentiment both Kara and Ben shared.

Far above the Kent farm, Kara floated in the air, Big Chill next to her. With his cool voice, he explained everything. The Omnitrix nearly pulverizing him, the greatest summer vacation ever, the hiatus, the return of a hero, the gaining of the Ultimatrix...

However, Ben stopped when he reached the end of his tale. He didn't like talking about that night. "Let's just say an old baddie completely destroyed my life," Ben said, summing it all up. Kara blinked and felt a sense of kinship with the boy. Losing everything...

She then noticed how Big Chill yawned, a blast of ice cold air flying out of his mouth. "Not sleeping well?" Kara asked.

"Nope," Ben said simply. His tone implied that he didn't want to go into detail.

Ben then turned to see Kara looking down, as if lost in thought. "I know that look anywhere. What's bothering you?" Ben asked, concerned for the blonde powerhouse.

"Well, I know what it's like to lose your whole world. My planet, Argos, died along with Krypton. I remember my friends, family, everything. I'm the last survivor of my world," the blonde explained. She never told anyone this. Sure, a select few knew her origins, but she had never shared the feeling of loss that haunted her, even now. But Ben could understand. And likewise, Kara understood that Ben was going to go through some troubled times.

"Losing everything... It can change you," Ben said, Kara nodding in agreement.

"But I managed to go on, and I like it here. I think you'll like it too," Kara said, placing a hand on Big Chill's thin shoulder.

Ben looked at Kara, and she reminded him of Gwen. Compassionate, kind, but he knew that Kara would be a force to be reckoned with in battle. The two continued their conversation in the air until the Ultimatrix symbol started flashing.

"Out of power already?" Ben asked. Time had really flown by, apparently. The two superheroes floated onto the ground, with the Ultimatrix shutting down as soon as Ben's feet hit the ground.

"Kara? Thanks for the talk. It's nice to unload every now and then, especially to someone who understands," Ben said, smiling at the blonde. "Tell me about it," Kara said, smiling back.

The two went inside and ate dinner with Martha and Jonathan, though not before Ben took a shower. All four began swapping stories, laughing and enjoying their night. It reminded Ben a lot of the old days with Grandpa, Gwen, and even Kevin. After the meal was finished and the dishes were washed, Ben and Kara prepared for bed.

"'Night, Ben," Kara said, raising her hand in a goodnight motion. Ben waved back and climbed into Clark's old bed, which was surprisingly soft. He was asleep in seconds.

XXXXXXXXXX

_How does it feel to lose your entire world, Ben Tennyson? Does it hurt? Does it feel indescribable? Excellent. Fortunately for you, I will release you from your pain, and take the Ultimatrix for myself. Now, prepare to die!_

XXXXXXXXXX

Ben Tennyson shot up in the bed, tears streaming down his face. _Not here, not now! _Ben thought, afraid to let Kara or the other Kents see him like this. The teen quickly dried his eyes and looked at the alarm clock next to the bed. Two in the morning. Ben sighed, knowing he wasn't going back to sleep tonight.

As he climbed out of bed and prepared to walk downstairs, the door opened, revealing a concerned Kara Kent standing in the hallway. "Ben?" she asked. She had heard Ben groaning in his sleep, courtesy of her super-hearing.

Ben Tennyson locked eyes with the blonde powerhouse, and there was a painful silence in the air. Then Ben's control broke as he sat back down and began sobbing again. Kara quickly ran over and wrapped her arms around the broken teen, pulling him close as he let his inner pain show itself externally.

Seeing her new friend like this, his pain, made Kara begin to tear up too. Her memories suddenly came rushing back like a tidal wave of grief. Kara hadn't cried in a long time, and now, she was once more. The two heroes sat on Clark's bed, in total darkness, mourning everything they had loved and lost.

XXXXXXXXXX

**Yeah, I decided to give Ben a scene that showed his pain, and then I figured he should have someone there to comfort him. Anyway, I wasn't planning to do a Supergirl romance, but if you guys are up for it, I'm game. Still, I'm not promising anything. There are many girls in DC that would make good romance options.**

**Next chapter has Ben in Metropolis, and his decision on whether or not to become a hero again. **

**Also, I really don't like begging, but only ten reviews for three chapters? Please review, or I'll slowly fall back into my arson phase.**


	5. Leaving the Farm

**Disclaimer: Justice League and Ben 10 are not owned by I, Doctor sandman7734. However, I, Doctor sandman7734, do own a happy place where I believe I'm a real doctor.**

**Anyway, Ben is still mourning his lost loved ones, as demonstrated last chapter. Now, like I said, I'm not guaranteeing a Ben/Kara relationship. In fact, it's probably not going to happen, seeing as how I'm trying to distance this story from its "Parent".**

**A little warning: this chapter has an awkward sexual moment that some might find inappropriate. If you are offended, I apologize, but a friend of mine (claytheamazing) gave me this idea, and it was too good to pass up. **

**And another thing. You're all probably wondering why Ben has Superman's DNA, but he hasn't turned into him yet. Well, did you really think I was going to put that transformation in the beginning of the story? **

XXXXXXXXXX

**Chapter 5: Leaving the Farm**

Ben Tennyson found himself in quite a predicament during the morning of his second day with the Kents.

The memories of the previous night were still fresh in his mind, and he felt a deep gratitude to Kara for being there for him. However, the problem was, they had both fallen asleep, the emotional stress causing Ben and Kara to become exhausted.

When Ben had woken up, he had found himself in a still-asleep Kara's powerful arms. Now, there were two problems. One, he didn't want to wake her up, as she deserved a rest. Two, trying to slip out of her grip was impossible, considering she was incredibly strong.

In this situation, only one thing could save him: the Ultimatrix. After five minutes of slowly moving his arms so that his right hand was close enough to the alien device, he activated the watch and began twisting the dial, trying to find Big Chill. The plan was to transform and phase right through Kara's arms before reaching sweet freedom.

Unfortunately, Ben's view of the watch was slightly obscured by Kara's arms, so he didn't realize until it was too late that what he thought was Big Chill's hologram was actually Nanomech's.

Ben had slowly pushed down the dial, and there was the normal bright flash. But imagine his surprise when he saw a mountain-sized Kara lying in front of him. In fact, he was so surprised that he didn't even shout the name of his alien.

This form would have been acceptable as well, if Kara hadn't been slightly disturbed by Ben's transformation. Nanomech stood in Kara's RV-sized hand, preparing to spread his wings and fly.

Then, it happened.

Kara groaned slightly, breaking Ben's concentration and leaving him standing in her hand, watching her carefully. Kara Kent, AKA Supergirl, who had been lying on her right side, then twisted her body over to lie on her back, pulling her hand (with Ben still on it) toward...

Her chest.

Ben nearly screamed and terror and attempted to escape, but to no avail. The force of her moving hand was too fast, confusing the diminutive alien. The giant hand then stopped moving, leaving Ben disoriented for a few moments.

Looking down, Ben saw himself pinned completely by her hand, his head the only thing free. But he felt a chill run up his spine as he looked at his surroundings. He appeared to be on an incredibly soft large pink hill, and he automatically deduced what it was.

So Ben was now lying there, his heart moving at the rate of a tommy gun, fearing what would happen if Kara woke up and found him. Or worse: What if Clark found out?

Ben felt himself being moved up and down on the mountainous breast as Kara breathed. In addition, Ben felt Kara's breath whenever she exhaled, a gust of warm wind blowing over his head every few seconds.

"Okay Ben. You have to stay calm, and try to get the hell out of this," he muttered to himself.

Okay, options. He could shrink down, but that could end up with the giantess blonde crushing him. He couldn't squirm out of her grip, both because she was strong, and what might happen if she woke up and found him. The thought of an angry Kara made Aggregor look like a chihuahua in comparison.

Ben could sting her, but then again, she would wake up, which was definitely not an option.

Ben then sighed and allowed his head to thump back, slightly bouncing off his new friend's soft flesh. "Okay, time to rearrange the top five most awkward moments of my life," he said to himself, this little incident shooting all the way to the top instantly.

But, the wielder of the Ultimatrix had to escape sooner or later, since the Ultimatrix would eventually run out of juice.

_If I could only reach the symbol, _Ben thought, knowing he could probably escape as Ben Chill, as was his original plan.

So Ben was stuck there, feeling the warmth of Kara's body and the cloud-like softness of...

_NO, NO, BAD THOUGHTS, _he thought to himself, trying to think of anything that wasn't arousing. However, the continuous movement of his current bed, the breath of the blonde hitting his head, and the feeling of coziness on the amazingly soft surface kept breaking his concentration.

_God, why me? _Ben thought, wondering why he had to get into an extremely awkward moment with one of the first friends he made in this world.

As if in response, Kara opened her mouth and yawned, and Ben began panicking as he saw her eyes begin opening. _Don't let her see me don't let her see me don't let her see me don't let her see me, _he began thinking rapidly, praying for a miracle.

And hallelujah, a miracle came to be.

Kara groaned once more as she began lifting her hands into the air to stretch. Ben seized his chance and spread his insect wings, bouncing off of Kara's bosom as if it were a trampoline and flying as fast as Nanomech was capable of. Ben raced toward the door, which was cracked open enough to let him fly into the hallway.

Ben could hear Jonathan and Martha still asleep in their room, so that would make this easier.

The transformed teenager then buzzed down the stairs and into the kitchen, where he immediately landed and hit the Ultimatrix symbol. In a flash of green light, Ben Tennyson stood in place of Nanomech, a sense of relief roaring through his body.

_Thank you God, oh thank you, _he thought, leaning on a chair for balance.

Ben felt his heart rate slow down as he regained his composure. _This incident shall remain quiet_, he vowed. Ben then put on his acting face as he heard Kara walking down the stairs.

The blonde powerhouse walked into the kitchen, rubbing her eyes and yawning once more. _Not a morning person_, Ben decided.

Seeing her new friend, Kara smiled and said "Morning."

"Morning," Ben responded, the two quietly looking at each other. The previous night had been painful, that was for sure. However, they had both provided strength for the other, and neither Ben nor Kara knew what to say. So, Ben spoke first.

"Kara... About last night... Thanks for being there," he said, trying to put his gratitude into words. Kara gave a large smile and walked over, putting a gentle hand on Ben's shoulder. "Anything for a friend," she said, her own thanks being shown in her light blue eyes.

"So, what do you do here on weekends?" Ben asked, deciding that he would attempt to drown his mentally scarring morning with a fun afternoon.

"Well, normally it's pretty boring around here. But with you and that watch, I think that things'll be a lot more fun," Kara said, as she turned to go change out of her pink nightgown.

Ben shrugged as he went to grab a quick shower before beginning the day.

XXXXXXXXXX

Fifteen minutes later, Ben was standing outside with Kara, the two trying to think of something fun to do. "How 'bout a race?" Ben suggested, wondering if Jetray could outrace the Kryptonian girl.

"You think your aliens can keep up," Kara asked, grinning mischievously. That did it. Ben activated the Ultimatrix, switching until he found Jetray. He slapped his hand down on the hologram, and the familiar green flash blinded Kara for an instant.

The light died down, and a high-pitched voice shouted "**SPIDERMONKEY!**".

Kara looked to see a blue, four-armed monkey-like creature with four beady black eyes standing in front of her. Ben looked at himself and sighed. "I've had this thing for three years, and it's still screwing with me."

Kara giggled slightly, amused by her friend's humor. "Okay, let's try this again," Ben said as he tapped the Ultimatrix symbol on his chest.

"**JETRAY!**" a voice yelled once the flash died down. Kara saw some red manta ray-type alien.

"Okay, this is the right one," Ben said as he began floating into the air. "Now, about that race..." he said, grinning. Kara was about to retort when her hearing picked something up. This wasn't lost on Ben, who floated back onto the ground.

"What is it?" he asked.

"Breakfast time," she said sheepishly, turning to look out the Kent house. Ben followed her gaze and saw Jonathan Kent opening the door, waving for the two to come in.

"If breakfast is as good as dinner, I may not be able to fly for a few hours," Ben joked, reverting back to normal. Kara giggled and led the way back to the house, her hearing also picking up the growling of Ben's stomach.

XXXXXXXXXX

And so, Ben Tennyson stayed with the Kents until Sunday afternoon, which is when Clark zoomed in to take him back to Metropolis.

Ben felt saddened leaving the Kent home. It had become a kind of sanctuary for him, a place where he was free from being a hero, if only temporarily. "It's been a pleasure having you, Ben. You're welcome here anytime," Martha said, hugging the teen hero goodbye. Jonathan shook his hand and added "Yeah, I could use your help here again."

"I was happy to help," Ben said. He then turned to Kara, who gave him a large smile and shook his hand. Ben noticed her strong grip. "I plan on visiting Metropolis next weekend. See you there?" she asked. "Sure," Ben said, feeling saddened that he had to leave his new friend.

But then Ben smiled, remembering something he and Kara had done on Saturday. "I expect a rematch," Ben said, flashing a grin at Kara. She smiled back. "You couldn't beat me with Humongousaur. What else you got?" Kara asked. "I have Rath," Ben shot back. "Well then, you're on," Kara said.

Ben nodded at Kara, then turned and nodded to Clark, signaling he was ready to go. Clark began floating into the air, and Ben turned into Jetray, following the Man of Steel back toward Metropolis.

XXXXXXXXXX

Jetray flew cleanly through Clark's window, landing perfectly. He pulled his suitcase off of his shoulders and put it on the ground as he turned human again.

Clark followed, also landing cleanly and gently. "Well, I'm gonna go patrol the city for a little while. You wait here, and tomorrow, I'll show you the sights," Clark offered. "Sounds cool," Ben said, smiling. One day on a farm in Kansas, the next in a big city.

Clark left a few minutes later, dressed in his superhero attire, leaving Ben alone in his apartment. The teen sat on the couch and switched through TV channels, wondering if this universe had Sumo Slammers.

XXXXXXXXXX

**Yeah, I know this chapter was shorter than usual, but I couldn't cram the whole Metropolis part into this chapter. The next one is where all the fun stuff happens. And then we find out if Ben has the guts to be a hero again.**

**And thank you for putting up reviews, guys. Remember, reviews are what give writers inspiration to keep going. And I'm always open to suggestions. Anyway, stay tuned.**


	6. Hero Time

**Disclaimer: Justice League and Ben 10 are owned by the government in a plot to destroy our freedom and read our minds using turtles.**

**I've been waiting a long time to write this chapter, and you know why? Haha, like I'm gonna spoil it for you. But let's just say that Ben shows himself to the world in a big way. Anyway, read and enjoy.**

**Note, I'm not 100% sure how Metropolis is designed in the DCAU, so I'm just getting my info off of a website.**

XXXXXXXXXX

**Chapter 6: Hero Time**

Ben Tennyson woke up groggily, his back sore from sleeping on the couch. It was his own fault, though. He had been channel surfing the other day and had fallen asleep on the couch. There was a silver lining, however. Since he didn't have a single nightmare, Ben had managed to sleep for a long time and recharge.

The teen hero stood up and stretched, hearing his back crack in about four places. _I hate Mondays_, Ben thought to himself. He looked to see Clark emerging from his room, showered and already dressed in his suit and glasses.

"How'd you sleep?" Clark asked, smirking slightly.

"Sleep? I might as well have been in a coma," Ben joked, causing Clark to chuckle a little.

"Well, you look a lot better," Clark said, seeing that the bags under Ben's eyes were gone. "So what's the plan?" Ben asked.

Clark twisted his wrist to look at the time. "Well, I was gonna show you Metropolis, let you see the sights. And I managed to get a friend to give us a ride," he said. "Cool. I'll go get ready," Ben said. He grabbed some clothes from his case, only to be stopped by Clark.

"What did Kara mean earlier about Humongousaur and a 'rematch'?" Clark asked. Ben grinned sheepishly and said "Arm wrestling. I wanted to see how strong she was. And Kara beat me six times in a row." Clark couldn't help but laugh.

"I swear to God, if you tell Flash..." Ben warned in a joking manner. Clark held his arms up in a calming manner, and Ben simply rolled his eyes and headed for the bathroom.

Half an hour later, after Ben had showered and changed into his normal black shirt and jeans, the two walked outside. "So, where's your 'friend'?" Ben asked. "Right there," Clark said, looking at a car parked a short distance away. Stepping out of the driver's side was a guy around Ben's age with red hair and a few freckles.

Walking up, Clark shook the boy's hand before they both turned to look at Ben. "Ben Tennyson, Jimmy Olsen," Clark said, introducing the two young men. They shook hands, with Jimmy saying "Nice to meet you."

"So, where you from?" Jimmy asked.

"Small town in California called Bellwood," Ben told Jimmy, omitting quite a few details from the description, such as the constant alien attacks, or the fact that it was a different Bellwood altogether. "So how do you know the big guy here?" Ben asked, jerking a thumb at Clark.

"We both work at the Daily Planet. I'm a photographer," Jimmy said proudly. "Not just any photographer. Jimmy's one of the best," Clark said, clapping the redhead on the shoulder.

"Nice to be appreciated, huh Jimmy?" Ben asked. He knew what it was like to feel the exact opposite, remembering the big mouth of Will Harangue. Now that he was trapped in this world, Ben wouldn't be able to complete one of his top ten fantasies: punching Harangue dead in the face.

"Yeah, it is," Jimmy agreed, glad that he received such praise. "Anyway, Clark said you wanted to see the city, and I need to take a few pictures, so I offered to help out," Jimmy explained to his fellow teen.

"Very nice of you," Ben noted. Judging by what he had seen, Ben decided that pretty much every person Clark knew was quite friendly.

Ben, Jimmy, and Clark piled in the car. With a sense of deja vu, Ben climbed into the back. It made him think of the old days, back when Kevin would force Ben to sit in the back while he sat in the front with Gwen. The thought made him think. After being deadly enemies, Kevin had actually managed to become his best friend. And now he was gone...

Jimmy started up a conversation, oblivious to Ben's mood change.

"So Ben, what do you think about these heroes flying around. Got a favorite?" Jimmy asked.

Ben glanced nervously at Clark, who looked like he was trying not to laugh. "Not really, but I always thought Batman was pretty cool," Ben said, waiting for Clark's reaction. The disguised Man of Steel rolled his eyes, though neither Jimmy nor Ben could see it.

"I've always been a Superman guy myself," Jimmy said. Sure, he actually had a watch that could call on Superman in times of danger, but that wasn't exactly public knowledge. What Jimmy didn't know was that Ben himself had a much greater secret.

A few minutes later, Jimmy stopped and pointed out the window. "There's the office," he said proudly. Ben looked out and saw a building with a large metal planet constructed at the top, bearing the words "Daily Planet".

"Now that's cool," Ben admitted.

"Yep," Jimmy agreed.

And so, the tour of Metropolis continued for a while. Ben was surprised, to say the least. Normally you expect big cities like Metropolis to be dirty and filled with crime. It was almost exactly the opposite; the buildings were clean, the streets were devoid of litter, and there didn't seem to be a problem in sight.

_Is it because of Superman? _Ben asked, wondering if Clark's efforts were what made the city this peaceful.

As they were passing by a building that said LexCorp, Jimmy's phone began to ring. A few seconds after answering it, his body tensed up, and Ben wondered if he was panicking about something. Jimmy then hung up the phone and turned to his passengers.

"There's a plane experiencing trouble. It's coming down, and they're saying its heading here," Jimmy said darkly.

Clark glanced at Ben, who understood the message immediately. Distract Jimmy so Superman could appear and save the day.

"Hey Jimmy-" Ben began, though he was cut off as Jimmy jumped out of the car and ran off.

"What's with him?" Ben asked. Clark blinked before he heard a very familiar sound in his ears. "A while back, I gave him a watch to use if he needs to contact Superman. He just activated it," Clark explained as he climbed out of the car, Ben following.

"No offense or anything, but can you really handle this?" Ben asked, nervosu. Clark didn't answer, instead running away into a nearby alley.

"I hope that's a yes," Ben muttered as he watched a blue blur fly into the sky.

XXXXXXXXXX

**Twenty minutes ago...**

Steve Weston sighed and leaned back as the realization finally hit him: this was his last flight for the airline. He'd been flying planes for thirteen years, but now his wife wanted him to stop all the traveling in order to spend more time at home, especially since he was expecting a son in a few weeks.

Now, Steve was flying a standard Boeing 747-400, this one designated Pacific Air Flight 121. He was flying south along the coast, and Metropolis was coming up in a few minutes.

Steve's copilot, a relatively new guy named Ricky, was currently in the bathroom. This wasn't exactly surprising, considering that Ricky had drank approximately a whole twelve-pack of Coke. Steve simply shrugged it off, steering the plane as if it were a manifestation of his own body.

As they grew closer to Metropolis, all hell broke loose.

Looking back, no one knew how the man had gotten the gun on the plane. But he had done it, and Steve Weston heard passengers screaming almost instantly.

When he stood and walked out of the cockpit to investigate, the jumpy hijacker panicked and pulled the trigger on his Colt M1911, which caused Steve Weston to take a bullet in the stomach. The man with the gun had planned this hijacking very poorly, and while this wannabe terrorist had his attention on the man he had just shot, three big guys behind him took a chance and jumped him.

The hijacker managed to squeeze off one shot before the gun was wrestled out of his hand and he was beaten unconscious. However, that bullet flew into the cockpit and hit the main controls. And when copilot Ricky walked into the cockpit to attempt an emergency landing, he proceeded to turn a ghostly pale as he realized that the plane now had no controls.

In the back of the plane, a young child, maybe six years old, began playing with his Superman action figure.

And as the passengers of Flight 121 began preparing their immortal souls for death, they felt their rapid descent begin slowing down.

XXXXXXXXXX

Clark Kent, AKA Superman, groaned in pain as he began pushing against the belly of the large passenger plane. The Man of Steel had never attempted anything like this before. A passenger plane was an incredibly large and heavy object, which meant it would cause maximum destruction and death if it hit Metropolis. The Last Son of Krypton would not allow that to happen.

Inside the plane, Ricky managed to stop puking long enough to see that they were slowing down, if only slightly.

Back outside, Superman felt his muscles burning as he tried to simultaneously stop the plane's movement and keep it far from the ground, at least until he could find a large empty space to place the massive aircraft.

Down on the ground, people standing on the coast of Metropolis could see the plane approaching. Among these spectators was an eighteen-year-old boy with brown hair and a strange device attached to his left wrist.

The Man of Steel was making little progress. He had managed to keep the 747 from sinking any lower, but he has had no luck in trying to slow it down. Superman knew that if this plane kept going, it would hit the dead-center of Metropolis. The Kryptonian redoubled his efforts, feeling his muscles erupt in agony as he pushed them relentlessly.

He couldn't take it. The last thing Superman thought before blacking out was _Why do I feel so weak?_

On the coast, Ben Tennyson watched in horror as Superman plunged into the ocean. Ben looked back toward the plane, noticing its trajectory. The wielder of the Ultimatrix sighed, realizing that he was the only hope left for those passengers. _Looks like God is screwing with me again, _Ben thought as he made up his mind.

The teen glanced left and right, making sure no one was looking at him too closely. There wasn't a problem there; all attention was focused on the descending 747. "Hero time," Ben muttered as he leaped over the railings into the ocean, activating the Ultimatrix before he hit the water.

Ironically, the moment Ben hit the water, Jimmy Olsen showed up, accompanied by a dark-haired woman and a cameraman.

XXXXXXXXXX

Inside the plane itself, the passengers were all going through the questioning phase. Some were asking what would happen to their families if they died. Some were wondering all the things they would miss out on in life. But the most asked question here was: Where is Superman?

Ricky the copilot sat in the cockpit, drinking his fifth glass of champagne. He had recently quite drinking, and it had been a great move for him. But now, what was the point? Might as well go out with a bang.

Pilot Steve Weston was still being tended to. Fortunately for him, one of the passengers was an experienced doctor, who had managed to stop the blood loss and cover the wound for the moment. Not that it would be much help in a few moments.

Ricky saw the skyline of Metropolis growing larger in the windshield, and he closed his eyes, waiting for the eternal sleep.

XXXXXXXXXX

Not a single person noticed Ben's dive into the water. However, they did notice the large green flash, and the massive white form that began to rise out of the water like the god of the seas, Poseidon. Suddenly, it sounded like the voice of God Himself bellowed "**WAY BIG!**"

Jimmy Olsen, jaw hanging, pulled out his camera with shaking hands. While he couldn't capture this monolith in one picture, he had to try and get a few, at least. Next to him, the woman attempted to deliver a news report. She began making off-screen comments while the cameraman ran the camera up toward the creature's head, which was shaped like a shark fin.

XXXXXXXXXX

Most of the passengers had their eyes closed, either waiting for their doom or praying for a miracle. Imagine their surprise when the plane suddenly came to an abrubt halt in midair.

Copilot Ricky was flung out of his seat from the stop, his head banging against the control console. With a small cut on his head, Ricky climbed up and looked out the window. "I think I had one drink too many," he said as he caught sight of the largest creature that ever lived.

On the coast, Jimmy and the dark-haired woman watched as the titanic creature grasped the plane in two colossal hands.

Inside the plane, the passengers watched, wondering if this thing was saving their lives, or doing something else.

The giant then turned, showing the onlookers his front-side. It had green eyes and a strange symbol on its chest. Both of its hands were gently holding the plane, and Jimmy could see through his camera that the creature had pinched the engines shut to keep the plane from moving.

"**CLEAR A SPACE**," the giant said in a voice that boomed like thunder. Nobody needed to be told twice as the crowd began moving away, creating a large empty area that was soon big enough to accomodate a plane.

The giant slowly placed the 747 in the large space, the plane making a large thud as it connected with the concrete.

The whole time, the cameraman never stopped filming.

XXXXXXXXXX

In the Justice League Watchtower, the superhero known as the Flash promptly spit out his soda as he turned on the news. He saw a giant white humanoid creature, and he immediately knew who and what it was when he saw the symbol on the chest. Flash zoomed off to get the others.

XXXXXXXXXX

In Smallville, Kansas, the three residents of the Kent farm were watching the news intently. It had been an accident really; Jonathan had been flipping through the news when this live feed from Metropolis showed up on the screen. Kara Kent couldn't help but smile; her friend had taken up the hero role once again. On the TV, the onlookers began cheering.

XXXXXXXXXX

The now huge Ben Tennyson blinked in surprise as the nearby citizens began clapping, cheering, and pumping fists. They actually liked him. "**JUST DOING MY JOB**," the titan said, his voice barely audible over the celebrating crowd (which is quite a feat).

But he didn't have time to sign autographs (like that was possible at the moment). He reached his hand up and touched the symbol on his chest, a large green flash blinding the audience. When the flash died down, the titan was gone. The people, however, kept cheering. They cheered for the titan that saved a plane full of passengers.

Inside the aircraft, Steve Weston began crying tears of joy, as he finally realized that he was actually going to be able to see his son.

What the cheering citizens of Metropolis didn't realize, however, was that a red creature known as Water Hazard was busy swimming over to the floating Man of Steel. He was alive, but he looked exhausted for some reason.

Looking in his ear, Ben saw that little communicator thing was still functional, and he plucked it out of Clark's ear.

"J'onn? You there?" the teen said, feeling slightly foolish for seemingly talking to himself. "Who is this? Identify yourself," J'onn said in a surprisingly strict voice.

"Calm down big guy. It's me, Ben," he said. "Oh, sorry Ben. I didn't recognize your voice. But I did see you save that plane. The rest of the League did as well. You did an excellent job," J'onn praised. Any other time, Ben would feel proud. Right now, though, he had important matters to attend to.

"J'onn, something's wrong with Superman," Ben said, keeping it short and simple. "I need you to pull him up there and check him out."

"We need actual coordinates, Ben," J'onn told him.

"I'm going to put the communicator back in his ear in a few seconds, but here's the plan. While he's up there, I'm going to patrol the city and keep an eye out," Ben explained.

"Very well. Good luck," J'onn said.

"Thanks. Water Hazard out," he said, putting the communicator back in Superman's ear. The Man of Steel was then surrounded by a blue flash as he was teleported up to the Watchtower. "Well, if I'm gonna do this, I'm gonna do it right," Ben said as he hit the symbol on his chest.

XXXXXXXXXX

An hour later, Ben Tennyson was walking down a sidewalk, feeling a sense of nostalgia as he ran his hands over his green jacket for the fifth time in two minutes. The teen sighed in a mix of relief and nervousness. He hoped he was ready for this. Saving a plane is one thing; he only did what he had to do. But being an official hero again? Ben didn't know how he felt about that.

His thoughts were broken as he walked by an alley, and he saw three goons approaching a woman, one wielding a switchblade.

"Oh, today is gonna be a good day, right boys?" the one in the middle snickered. The other two began laughing in a cruel way. That was when it hit the teen hero. He had to do this, not for himself, but for all the victims of crimes like this. His mind was made up. Ben 10 was back in business.

Calmly but surely, Ben Tennyson walked into the alley, activating the Ultimatrix and slamming his hand down on Rath's hologram.

XXXXXXXXXX

**Well, that was pretty fun to write, I gotta say. And no, I did not rip off 'Superman Returns' for the airplane idea. I thought it up at two o' clock in the morning on a Friday.**

**Okay, so next chapter will feature Ben making a deal with Batman, a battle with the villainous Doctor Polaris, and Ben becoming allies with two attractive female superheroes. And don't forget to remember to review.**


	7. Hot and Cold

**Disclaimer: Justice League and Ben 10 are owned by someone. I'm not really sure who, does it start with a K?**

**Okay, quite a few things happen in this chapter, so try to keep up. Also, I am now making a kind of mini-contest. I'm trying to think of a name for Ben's Superman transformation, and I need suggestions. So, write some ideas when you review. Now, you may R&R.**

XXXXXXXXXX

**Chapter 7: Hot and Cold**

The Man of Steel bolted upright, his heart beating fast as the memories of the plane came back to him. Looking around, he saw that he was in one of the medical wards of the Watchtower, which meant that he had been teleported away from Metropolis.

_Please God, don't tell me... _Superman thought as he jumped out of the bed. He ran for the door, hoping to find someone that could tell him what happened, all the while praying that the plane hadn't hit Metropolis.

The door opened, causing Superman to bump into a familiar black and green form.

"Easy there, tough guy," Green Lantern said, relieved to see the big blue boy scout up and about. However, the fact that he looked terrified and slightly frantic was a bad sign. "What's wrong with you?" the ex-Marine inquired.

"The plane, what happened to the plane?" he asked, looking alarmed. John Stewart could not remember a time that the Man of Steel looked so desperate. But, the Green Lantern decided to put the Kryptonian's mind at ease.

Putting a calming hand on Superman's shoulder, John smiled and said "You're not going to believe it."

Five minutes later, Superman's jaw dropped as he saw the video footage of the titanic alien rescuing the 747. "That's Ben?" Clark Kent asked, stunned.

"Yep. Guess we finally got to see that nineteenth alien," John said. He had been impressed by the heroic act, and even more impressed by the size and power of that form (which, apparently, was called Way Big).

John glanced toward Superman, who looked deep in thought. "Something troubling you?" John inquired. The Kryptonian was silent for a few seconds before answering. "At first, I tried to catch the plane myself. I thought I could handle it..." he started. John blinked in surprise. The guy who had saved the Earth numerous times couldn't catch a plane?

"But... I felt weak. It almost felt like there was kryptonite nearby," Superman said, still confused by the events.

"That can't be good," the Green Lantern noted.

John began fiddling with his ring, thinking about what he had just heard. There could be any number of explanations. There could have been kryptonite nearby, some villain could have been draining Superman's strength while he was distracted. Hell, he could have just had an off day, though that was probably the least likely explanation. Shaking his head, John decided to store those thoughts for later. Maybe Batman could help out.

"Well, I think it'll interest you to know who reported the whole incident," John said, smirking. On cue, a picture of Lois Lane appeared next to the image of Way Big gripping the plane as the man on the news explained that it was she that reported the whole ordeal. "Not too long after this heroic rescue, more strange creatures began appearing in Metropolis, foiling crimes all over the city," the anchorman said.

A slideshow of images began appearing, showing John and Clark numerous pictures of Ben's aliens stopping crimes and helping people, including Water Hazard putting out a fire, Diamondhead stopping an armored car robbery, Spidermonkey beating a few thugs, and Humongousaur rescuing a cat from a tree (something John found hilarious).

"Looks like the kid did good on his first patrol," John noted.

"I'd say so. Where is he now?" Clark asked, wanting to thank Ben for the work he had done.

"Kid teleported back up about ten minutes ago. Had a few bruises and said something about a bank robbery," John told him. Clark turned and asked "Is he okay?"

"He's fine. Said he got some backup, and he gave us two new possible recruits for the League," John said, smirking. Superman lifted an eyebrow and asked "What am I missing?"

John lifted his hands and said "You'll have to ask the kid yourself." Clark sighed and stood, allowing John to lead the way to their new teen ally.

XXXXXXXXXX

Flash whistled as Ben pulled off his jacket, revealing a bruise the size of a light bulb on his left arm. "That's quite an injury," Diana noted. The three were sitting at a table in the cafeteria, which was nice because it was usually quiet (though Ben knew it wouldn't be once the League was expanded).

"Pretty easy to get a bruise when a truck is slammed into you," Ben told him as he put his jacket on the table. "True," Flash admitted. Ben had finished telling him the story of his first battle with a supervillain of this universe. And he felt a pang of jealousy when Ben retold the part with his two new allies, whilst Diana felt her respect for the teen grow a little more.

"Seriously, how'd you get them to like you so quickly?" Flash asked him, Diana rolling her eyes next to him. Ben shrugged and said "Nothing. We teamed up to beat down the doctor, and I made sure not to hit on them like a drunken college boy."

"Very wise," Diana said, approving of the boy's attitude. He wasn't one of those men that thought women were inferior and always needed saving, something Diana liked about him.

"I agree," a voice behind them said. The three turned to see Superman walking into the cafeteria, followed by Green Lantern. The two sat down at the table, all eyes on Ben. "I must say, you did a good job in Metropolis," Superman admitted.

"I especially like you saving the cat from the tree with Humongousaur," John said, grinning. Flash began laughing.

"Haha," Ben said sarcastically. "Damn thing almost scratched my eye out. Probably thought I was gonna eat him."

This caused even more laughter.

"Anyway, when are you back on the job, boy scout? I think I did more in one day here than I did in a week back home," Ben said. It was true; sometimes Ben would go for a few weeks without an alien problem. But Metropolis, despite looking like a clean utopia, seemed to attract a multitude of crimes and accidents.

Clark chuckled and said "Don't worry, I'm going back today. But first, I heard you found some new recruits for the League. How'd that happen?"

Ben groaned and scratched the back of his head. "Mostly a case of bad timing, actually. I was about to call it a day when it happened."

XXXXXXXXXX

**Thirty minutes ago...**

Ben walked down a street in Metropolis, hands in his pockets and a small smile on his face. He had forgotten how good it felt to help people. Though Ben enjoyed beating down bad guys (as it was a good way to channel his negative feelings), he had spent most of the day preventing accidents, including the plane, a highway collision, an apartment building that caught on fire, and a construction worker who had almost fallen to his death.

Now, he was ready to take a small break and head for Clark's apartment, hoping that the Man of Steel would be back in action soon. As Ben's thoughts wandered toward trying to find a permanent residence, he was startled by a silver Lexus falling from the sky and crashing onto the street in front of him.

Ben heard people running and screaming (like always), and he turned to find the source of the destruction. It wasn't hard to find, considering the fact that there was a bank at the end of the street.

The teen ran toward the bank, ready to put the pounding on whoever insisted on keeping him preoccupied. _Hope this moron likes the feeling of a diamond getting shoved up his ass, _Ben thought as he reached the steps of the bank.

For a split second, Ben thought he heard a woman screaming in pain.

As Ben was about to activater the Ultimatrix and storm into the bank, the front of the building exploded, sending large shards of glass in the teen's direction.

Ben dived toward the ground, covering his head as he did so. Around him, he heard glass and pieces of metal hitting the ground, and some even landed on him. When Ben was sure that the raining glass had ceased, he turned and began to stand up.

Then, out of the bank, came a man wearing some kind of blue outfit with the shape of a magnet on his chest. Though Ben's attention was on the man's helmet, which had two pieces of metal sticking out of it that looked absolutely ridiculous. Ben used up every ounce of willpower on trying not to laugh.

The man with the magnet on his chest glanced down at Ben and frowned. "You shouldn't be here kid. You could get hurt," he said as he lifted his hand. Ben gasped as he saw the man's hand glow blue. Before the teen could react, he saw a nearby motorcycle begin floating into the air, glowing with the same exact blue aura that was on the man's hand.

_Magnetic manipulation, like Lodestar, _Ben surmised. His thoughts were interrupted as the villain threw his hand forward, the bike imitating the motion as it zoomed towards Ben's head.

Ben didn't have enough time to react. He would have been killed if he hadn't been knocked to the ground by an unseen force. Ben winced slightly as the motorcycle zoomed over his head, leaving a smell of gasoline drifting in the air.

Ben sat up to see the magnet man looking ticked. Following his gaze, Ben turned to see what the man was glaring at. The teen's jaw dropped as he saw a woman lying there. And not just any woman. This particular female currently possessed green skin and tufts of green fire over certain parts of her body.

"You're starting to get on my nerves, girlie. You and your friend back there," the magnet man said, jerking his thumb back toward the bank. With those words, the fire woman turned to regard Ben with worried eyes. "Get out of here, kid!" the woman said, with a hint of an accent. Brazilian, maybe?

Before Ben could respond, the fire woman stood up and flew into the air, throwing an emerald fireball at the magnet man.

"You think fireballs are gonna work on Doctor Polaris?" the man asked in a cocky voice.

_Doctor Polaris? What kind of name is that? Lodestar sounds so much cooler, _Ben thought. At that moment, Doctor Polaris, chucked a street lamp at the green fire woman, which she barely dodged. As the doctor prepared to magnetize something else, he was hit by what appeared to be a blast of ice that froze his legs to the ground.

From the bank emerged a woman wearing a white and blue suit, with short ice-white hair and crystal blue eyes.

The ice didn't hold him for long, as Doctor Polaris used the same street lamp to break it apart. He then chucked it at the ice woman, which hit her and sent her flying into the street. "What's wrong with you?" the flying fire woman yelled at Ben. "Get out of here!"

Ben had half a mind to transform right in front of them, but he decided that his identity was too important to give to a bad guy, so he turned and ran into the nearest alley, activating the Ultimatrix when he made sure the coast was clear. He could still hear the three combatants fighting back at the bank.

Ben twisted the dial until he found Lodestar. "Fight magnets with magnets," he muttered as he slapped the face down.

"**BIG CHILL!**" Ben shouted, facepalming a second later. "No, no, and NO!" he yelled at the symbol on his chest. Since Ben didn't have time to waste, he did what he did best: using what the Ultimatrix gave him to his advantage.

Ben immediately opened his wings and phased through the nearby buildings, going for a sneak attack on Doctor Polaris. He poked his invisible head out of one of the buildings to see the ice woman about to be crushed by a car.

"Time to go splat, bitch!" Polaris cried as he prepared to drop the car. Ben immediately flew forward, releasing his invisibility and sending a blast of ice from his mouth at Doctor Polaris. The ice hit his hand, knocking it (and therefore, the car) to the side.

Ben then swooped down and grabbed the ice woman before taking off again. She was conscious, but she had a few cuts here and there. At the moment, her eyes were widening as she took in her savior's appearance.

"So, what do I call you and your friend?" Ben asked, deciding to get the formalities out of the way early. The woman took a few seconds to answer, considering that her savior looked like a blue mothman.

"I'm Ice. And that's Fire," she said, regarding the green lady as the latter. She also had a kind of accent, though Ben couldn't really place it.

"Well, can you fight?" Ben asked, making sure his fellow hero was fir for duty. The woman smiled and said "Always."

Ben had to admire her spirit as he landed, letting Ice back onto the ground. The woman known as Fire was currently distracting Doctor Polaris, who apparently still had no idea that Ben was there. "Okay, three-pronged attack," Ben said, charging forward. Ice then shot a blast of ice at the ground, creating a kind of slide, which she used to zoom towards Polaris.

"Why won't you die?" Polaris yelled as he threw a truck at Fire. Ben had to admit, Fire was quick, as she had dodged a number of objects being chucked at her throughout the battle.

"Simple!" a dark and creepy voice behind Doctor Polaris yelled. He turned to see some blue moth-like creature flying toward him. "It's because your throwing arm sucks!" the moth creature mocked. The villainous Doctor growled as he lifted the lid of a sewer pipe and chucked it at the annoying new opponent.

But, to the surprise of everyone there (except Ben), the lid phased right through him.

"Intangibility, jerkwad. Kind of ruins your whole 'throwing things' schtick," Ben cracked, attempting to draw the villains attention toward him and away from the women. While the Doctor's eyes were on him, Fire sent out another blast at the back of his head while Ice shot him in the legs with her ice powers.

However, they were both stopped by some kind of blue force field surrounding the Doctor. "You can't hurt me, so just give up," Doctor Polaris said in the same self-righteous voice.

"First, I'm too stubborn to give up. Second, I learned a few years ago that magnets lose their charge if you heat them," Ben said, remembering one of his old chemistry lessons. He felt a slight pang in his heart, as he remembered one of his old tutoring lessons with Julie. However, the message got through as Fire began unleashing a massive blast of emerald flames, burning away the Doctor's force field while Ice used her slide to stay in the air, next to Big Chill.

After about thirty seconds of the raging inferno, Ben saw Fire standing over the Doctor, who was on his knees, panting.

Ben and Ice floated down, all three heroes surrounding the Doctor.

"Now, why don't _you _give up?" Ben asked rhetorically. He looked up at Fire and Ice, both of whom smiled at him in gratitude. Unfortunately, Doctor Polaris didn't intend to go down so easily as he unleashed a large magnetic pulse that knocked the three heroes away.

Ben then turned to see Polaris levitating a truck behind Fire, which he knew was about to be thrown at her. Ben thought fast as he flew forward, pushing Fire out of the way as the truck began flying towards him. Ben didn't have time to go intangible, so he lifted his arms in front of his head to protect his face from the truck.

Big Chill screamed in pain as the truck connected with his left arm, sending him flying through the front of a building.

Fire and Ice gasped in surprise before turning on Polaris, glaring at him with fury in their eyes. The female heroes tried to stand back up when the remains of two street lamps lunged and wrapped around them, making them lose their balance and fall to the ground.

Doctor Polaris gave a cruel smile of victory as he activated his magnetism once more. When Ben looked up, his eyes widened as he saw Polaris levitating the door of the bank vault over Fire and Ice. Ben felt an anger grow inside him, and his hand flew towards the Ultimatrix symbol.

The familiar tingling appeared when the four spikes popped out, and Big Chill's blue skin began turning a fiery red.

Doctor Polaris was about to crush the two girls under the vault door when he heard a cool yet gravelly voice yell "**ULTIMATE BIG CHILL!**"

Polaris turned to see the mothman from earlier floating back into the air, except now he was red instead of blue. "You really think a color change is gonna save your skin, freak?" Polaris said as he turned to face Ben completely.

"You're calling me a freak? Man, look at your costume. It _blows_," Ben said, mocking the Doctor's ridiculous outfit. The point of the mockery was to get Polaris to throw the vault door at Ben instead of dropping it on Fire and Ice. Well, mission accomplished.

Doctor Polaris yelled in anger as he threw his hands forward, the vault door flying towards Ben. The teen sighed in annoyance as he simply phased through the large metal door. Ben didn't even flinch when he heard the vault door landed on a car down the street, the car's alarm being crushed in the process, leaving it silent.

"Tell me something, Polaris," Ben growled, glancing at Fire and Ice to make sure they were alright. "Have you ever felt fire so cold it burns?"

"No," Doctor Polaris said bluntly.

"Well, you'll never say that again after today," Ben said as he shot a blast of what appeared to be fire at Polaris.

The Doctor dodged the blast of fire, which hit the stairs of the bank and solidified into large spikes of ice. Fire and Ice both blinked in surprise at what they witnessed, Polaris doing the same. "Now, there are only a handful of things that make me angry, Doc. One of them is smacking women around. What kind of man are you?" Ben asked angrily.

"Don't give me that chivalry crap. I don't have time for it," Doctor Polaris snapped as he threw a metal railing at Ben, which he simply phased through.

Ben sighed as he planned his next move. Suddenly, his mind went back to his fight with Galapagus a few years ago, and the little attack he pulled there that could work here...

The teen hero, with Ultimate Big Chill's increased speed, flew toward Polaris, lighting his feet up with his ice flames. He then began flying around Doctor Polaris, creating a small vortex of ice flames. After a few seconds, Ben stopped, landing in front of Polaris and closing his wings back into their cloaked form.

Doctor Polaris was completely frozen, the look on his face showing that he was in quite a bit of pain. Without missing a beat, Ben cocked his fist back and punched the evil ice statue, shattering the ice and sending the bad guy into the wall. Polaris was out cold (no pun intended).

Ben then turned and walked toward the restrained Fire and Ice. He crouched down and easily ripped the metal bars off of their bodies.

"You okay?" Ben asked. The two women nodded. "Yeah, thanks for the save," Ice said, giving him a friendly smile. Ben glanced at Fire, who he just noticed had powered down. She seemed to have a thing for the color green, as her hair, eyes, pants, and tank top were all emerald green.

Noticing the curious looks in Fire's eyes, Ben asked "What?"

She blushed, as if afraid she had offended him. "Nothing. It's just... I saw that symbol on the news when that giant saved the plane earlier today. Do you know him?" she asked while pointing at the Ultimatrix symbol.

Ben considered lying, but since these two women were fellow heroes, he decided to take a chance. "I am him," he said simply. The two women looked at him in awe.

"So, how long have you two been in the hero business?" Ben asked, hoping to draw the conversation away from him.

"We're relatively new, actually," Ice admitted, looking a little embarrassed. "We all start somewhere. You did pretty well back there, actually. You ever think of joining the Justice League?" Ben asked. The two women shook their heads.

"They wouldn't take rookies like us," Fire said dejectedly.

"Don't be too sure. I know some of the members, I can see about getting you in," Ben offered. At the time, he was just extending an invitation to two fellow heroes that, with a little training, could be a force to be reckoned with.

Fire and Ice looked at each other, then back at Ben. "Is this some kind of attempt to hit on us?" Ice asked suspiciously. "Because if it is, you might as well stop right there," Fire added putting her hand on her hip.

Ben would have blushed if he wasn't currently in Ultimate Big Chill form. But then he felt saddened when the memories of Julie came back to him. "No. I recently lost my girlfriend in an accident," Ben said softly. The girls' eyes widened, feeling a little ashamed of accusing him like that.

"Sorry," Ice began, but Ben waved her off. "Not your fault, you didn't know. But back to the question: Do you want a chance to join the League?" he asked.

"We would love to," Fire responded. Ben nodded and held out his hand for them to shake. First Ice shook his hand, and then Fire. Ice turned and walked toward the bank to freeze Doctor Polaris for the police. Fire followed, but not before throwing one last smile in Ben's direction.

Ben wished he could smile back, but that was something Big Chill was in capable of. So, Ben simply nodded and opened his wings again, flying a few blocks down the street before reverting back to normal.

A few minutes later, J'onn managed to lock onto the Ultimatrix's energy signature and teleport Ben onto the Watchtower.

XXXXXXXXXX

**Present...**

"That's quite a story, Ben," Clark said.

"Quite a story? I'm still stuck at the part where two attractive girls hit on him when he looked like a giant moth," Flash joked. Diana gave him a light slap in the back of the head, to which Ben said "Thank you, Diana."

"You seem okay, save that bruise," John said, pointing at the large purple spot on Ben's arm. Ben shrugged as he grabbed his jacket. "At the moment, all I need is some sleep, and a lot of it," Ben said, standing and slipping the jacket back on.

"Well, let's get back to Metropolis then," Clark said, standing as well.

"Alright. Besides, I'm guessing that the city is missing their boy scout," the teen joked.

XXXXXXXXXX

A few minutes later, Ben emerged from the bathroom and headed for the teleportation platform. He saw J'onn and Batman at the controls.

"Superman already go on ahead?" Ben asked, to which J'onn nodded. "Right. And hello to you too, Bats," Ben said sarcastically, to which the Dark Knight simply nodded. _What a friendly, outgoing guy, _Ben thought dryly as he stepped onto one of the teleportation circles.

"Preparing teleportation," J'onn said as he locked in the coordinates and activated the teleportation, Ben disappearing in the familiar flash of blue light. That was when J'onn noticed that something was amiss.

"Something's wrong with the coordinates," J'onn said, pointing at the console. Batman looked to see the numbers for the coordinates randomly switching back and forth between numbers. "Where's Ben?" Batman asked, suddenly remembering that they had just sent Ben into what appeared to be a malfunctioning teleporter.

The coordinates then froze, showing the two heroes exactly where they had sent the wielder of the Ultimatrix. And when Batman saw the numbers, his eyes widened and he felt his blood run cold.

XXXXXXXXXX

Ben looked around, completely unsure of where he was. It definitely wasn't Clark's apartment. Hell, it didn't even appear to be near a civilized society. It was a dark cave with a large number of bats hanging on the ceiling. But then he felt his eyes adjust, and he saw that he had been wrong. He saw a massive computer on the wall nearby, and something in his memory seemed to click. He remembered Flash mentioning something like this.

_Dark cave, large computer, bats... Oh, _Ben thought, realization hitting him like a bullet train. He was in Batman's base of operations. _Okay, how do I get out? _Ben asked, looking around for an exit of some kind.

He was too busy looking around to notice the shadow-like figure sneaking up on him.

XXXXXXXXXX

**Okay, this chapter was a bit longer than usual, but I liked it. So I guess I better straighten a few things out. One, there will be NO relationships between Ben and Fire or Ice. I put them in this chapter for a bit of fun, and to give Ben a few more friends in the JLU universe. And I thought the cliffhanger would build the suspense.**

**Also, that deal with Batman I mentioned last chapter? I had to move it to the next chapter, since I couldn't fit all of that into this one.**

**Anyway, keep reviewing, keep reading, and keep bowing to my awesomeness. That last one was optional, actually.**


	8. Meet the Family

**Disclaimer: Justice League and Ben 10 are way too epic to be owned by me, therefore I don't own them.**

**It's good to be back. I know, it's been too long since I updated, but I had to wait for the guys at Man of Action to hurry up and make some new episodes. Took 'em long enough. Anyway, I'm kicking this story back into action.**

**So Ben just landed in the Batcave last chapter, leading up to this chapter. We have a few introductions in this one, an introduction to a classic Batman villain (not Joker), and a possible romance option for our young hero.**

**And man, I did not expect all those reviews during my hiatus. Thanks for the feedback guys, and thanks for the names for Ben's kryptonian form. Rest assured, he will be appearing very soon.**

XXXXXXXXXX

**Chapter 8: Meet the Family**

Ben Tennyson allowed his eyes to wander around the Batcave, taking in all the little details of the creepy home base. Everything from the massive computer and giant penny (Ben had no idea what that was for) to the Batmobile and the large robotic T-Rex that loomed over the cave like some kind of extinct guardian. Sighing, the teen hero looked around for a way out. There _had _to be a way out, right? Sure, Ben could always fly out as Big Chill or Ampfibian, but he really didn't want to risk revealing his identity, especially in this new universe.

The wielder of the Ultimatrix began pacing back and forth, hoping that Batman (or anyone, for that matter) would arrive and pull him out of the cave. He wasn't afraid of the dark, but standing in the middle of a dark cave with almost no visibility and some creepy memorabilia tended to make one nervous.

Throughout Ben's confused ordeal, a small figure watched him from the shadows, studying Ben's movements and trying to learn his intentions.

The young hero known as Robin was normally easygoing, if a little cocky. But seeing a mysterious stranger with a green jacket in the Batcave had caused him to enter his stealthy, detective state of mind. However, Robin's main weakness was his impatience, and it had been bubbling up for the last few minutes.

Eventually, Robin finally took action, slowly approaching the stranger while staying hidden in the shadows. Once he had gotten close enough, and the teen's back was turned, Robin leaped from his hiding spot with a flying kick.

The stranger grunted in pain while he was knocked to the ground, giving Robin the chance to enter his fighting stance. "Who are you?" Robin asked forcefully.

Ben stood up quickly, turning to see who had kicked him in the back. Though Ben would not give up his identity so easily, he recognized the kid from the Watchtower's files. "Robin, right? Batman's sidekick?"

Robin frowned. "I prefer 'partner'. And I'm not gonna ask again: who are you?"

Deciding he didn't like this kid's attitude, Ben decided to mess with him a little. "Sorry. Classified information."

Robin was not amused, and his lack of patience struck again as he leaped at Ben, preparing to throw a punch. Ben easily rolled out of the way, causing Robin to slightly lose his balance. "Listen, I'm a friend of Batman's. I was sent here on accident and-" Ben's answer was cut short as Robin delivered a kick to his stomach, causing him to land on his back and his stomach to twinge in pain.

At that moment, Ben threw diplomacy out the window and prayed that Batman wouldn't mind Ben roughing up his protege a little. The wielder of the Ultimatrix lashed out with a kick of his own, feeling a satisfying impact as his shoe slammed into Robin's stomach.

As both fighters stood up, Ben quickly activated the Ultimatrix and selected a form that wouldn't hurt the Boy Wonder too much. He slammed his hand down on a hologram, and the flash of green light lit up the whole cave.

While Robin lifted his cape to shield his eyes from the bright light, Ben felt the changes in his body. The blue fur, the extra eyes and arms, the tail...

"**SPIDERMONKEY!**" a high-pitched, childlike voice shouted. Robin looked over his cape and gaped in shock at what he was looking at. A blue monkey with four arms and four black eyes was standing in front of him, and it didn't look happy.

"I gave you a chance, tough guy," Ben said as he lunged forward, screeching in a monkey-like fashion. Robin grunted as the blue creature tackled him, both of them beginning a brawl on the ground. Robin had been trained well, but this thing was something else, managing to block his punches with his top two arms while punching Robin in the gut with his bottom two arms.

Robin managed to push the stranger off of him and stand up, clutching his sore stomach. The monkey looked amused, however. "Ooh ooh, ready to give up?" the creature asked playfully, hopping up and down like a little kid who was excited about getting his first bike.

Robin growled, blocking out the pain and getting back into a fighting stance. Ben felt a twinge of admiration for the kid, though he was still ticked about being attacked. Robin charged forward, giving a small battle cry. Spidermonkey grinned as he easily leaped over the Boy Wonder. However, Robin was fast, jumping backwards and throwing a punch at Spidermonkey's head, which he barely dodged.

Spidermonkey then began dodging a flurry of punches and kicks, some of which were very impressive considering the boy's age. But Ben wanted to end this quick, and switched to an offensive strategy, throwing punches with all four of his arms. While he held back enough that it wouldn't do long-term damage, he made sure that Robin felt every blow.

After an uppercut from his lower left fist, the Boy Wonder was knocked on his back. Before he could hope to get back up, a sticky fluid-like substance sprang forth from Spidermonkey's tail and hit him in the chest. He instantly realized that he was stuck to the ground, though he struggled anyway.

"You're a tough one, I'll give you that," the monkey said, all traces of humor and mockery gone. He then tapped the symbol on his chest and turned back to human form. "But we don't have to fight," Ben continued in his now-human form.

"He's right, you know," a voice said behind Ben said.

Both teens turned their heads to see Batman standing there, his arms folded across his chest.

"Bats! Help me out with this guy!" Robin yelled, frustrated at his futile attempts to get up.

"Robin, he's not your enemy. He's a hero who was sent here because of a teleporter malfunction," Batman explained as he approached the two. Robin was still a little confused, which wasn't lost on his mentor.

"Ben, think you could cut him loose?" the dark knight asked. Ben nodded as he dialed through the Ultimatrix before slamming down on an image.

"**DIAMONDHEAD!**" the new emerald alien shouted. His eyes widening once more, Robin watched as this rock-like creature shifted his arm into a large spike. The young hero was worried for a split-second before Ben threw his arm near Robin's side, slicing through the webbing.

"Sorry about giving your sidekick a beating," Diamondhead said as his arm returned to a normal shape. Batman didn't respond, instead watching his student climb to his feet. Robin let out a small groan. While he didn't have any bruises, he was still sore in the places where Spidermonkey pounded him.

"I told you, I'm his partner," Robin growled.

"Right," Diamondhead said sarcastically as he changed back to normal. "You okay, though?" Ben asked.

"I've had worse," Robin replied, cracking his neck. Now that their fight had been broken up, the two carefully regarded each other with slightly suspicious looks. Batman stepped between them and walked over to the large computer, taking a seat in the chair.

"I'm guessing you both have a few questions," the dark knight said, turning his gaze toward the two young heroes.

"You mean like how I ended up in this cave?" Ben asked, Robin still looking at him wearily.

"Teleporter malfunction. Sent you to a random set of coordinates, which turned out to be the Batcave," Batman said calmly before turning his gaze to Robin. "And you're probably wondering who our mysterious guest is."

Robin only nodded.

XXXXXXXXXX

A few minutes later, Robin's jaw was hanging, and he seemed to be at a loss for words. "Crazy story, right?" Ben asked, amused by Robin's reaction.

"Yeah. Pretty crazy," the boy wonder agreed. After their respective egos had cooled down, Ben had shared his story with the younger boy, and the two were now leaning against a wall in the cave while Batman was typing on the computer.

"So how'd you wind up with mister happy over there?" Ben asked, jerking his thumb in the direction of Batman.

Robin's sense of wonder diminished slightly as he looked at the floor. "I grew up on the streets with a deadbeat dad. He used to work for Two-Face before he was..." His voice trailed away, and Ben got the message.

The boy wonder blinked before looking back up. "Bats found me and took me here. While he didn't want to at first, I convinced him to teach me. And here I am."

Ben simply nodded in understanding. And now the two just stood there, unsure of what to do next. Wait for Bats to speak up, maybe? Looking around, Ben actually noticed a staircase leading up to an exit. _How in God's name did I miss that? _Ben thought incredulously.

The dark detective then stood back up and walked over to them. "I called Batgirl. She's on her way," Batman said before promptly reaching up and pulling his mask back, showing his face to Ben for the first time.

"Bruce Wayne," he said as he extended his hand. Ben was stunned for a moment, completely caught off guard by Batman's move. Robin was the same way. After a few seconds, Ben reached out and shook the man's hand, remembering the firm grip his Grandpa had always told him about.

"Bruce Wayne? Billionaire playboy and owner of Wayne Enterprises?" Ben guessed, remembering reading about Bruce Wayne while back at Clark's apartment. He released his grip on Bruce's arm and let his hand fall back to his side.

"Well, that explains all the crazy tech the League has," Ben guessed, finally understanding how an independent group like the Justice League was able to afford a space station, dozens of Javelins, and state-of-the-art teleportation technology. So, besides being a founding member of the League, a skilled detective, and a master fighter, Batman provided all the funding for the League.

"Not to mention all of his own tech. Do you have any idea how much it costs to make batarangs?" Robin asked, holding up one of the sharp weapons for emphasis. The young hero then put the batarang back in his utility belt and removed his small mask.

"Tim Drake," he said, holding out his hand. Ben shook it and introduced himself.

"No hard feelings about the fight, right?" Ben asked as he let go of Robin's hand.

"Nah. Besides, you hit like a girl," Robin replied, smirking. Ben raised an eyebrow before responding. "I'll remember to tell that to Supergirl."

Before Tim could retort, they heard the sound of a motorcycle reverberate throughout the cave, and three pairs of eyes turned to the small entrance to the cave, near where the Batmobile was parked. Ben hadn't noticed the cave earlier due to his limited vision in the dark cave. Maybe Bruce and Tim were more used to it than he was.

From the cave emerged a dark motorcycle with a lone figure riding on it. The rider was wearing a dark outfit with a mane of red hair flying out of the back. The rider drove down the long ramp that led to the center of the cave, stopping next to the Batmobile.

Judging by the figure of the rider, it was most definitely a woman, so Ben guessed that this was Batgirl.

The woman walked over to the the three, and locked her gaze on Ben for a few seconds before speaking. "So... what'd I miss?"

Judging by the sound of her voice, Batgirl couldn't be much older than twenty. A college student, most likely.

"Barbara, meet Ben Tennyson," Batman said.

Batgirl's eyes shot open when Bruce mentioned her real name out loud, though she understood once she heard the boy's name. She turned and gave Ben a warm smile before pulling off her mask. Ben blinked in confusion before offering her hand.

"Ben Tennyson?"she asked as the wielder of the Ultimatrix shook her hand. "Kara told me about you."

"Really?" Ben said, still a little shocked by Barbara's appearance. She was really quite attractive...

Ben pushed _that _thought out of his head immediately.

"Yeah, we're close friends. I'm Barbara Gordon, by the way," she said, placing a hand on her hip.

Ben nodded. "Kara told me about you, too. How's the college life?"

Barbara shrugged. "Ups and downs, just like any school year." While she spoke, the woman known as Batgirl studied Ben closely. While he was from another dimension, he looked just like anyone else. About as normal a teenager can get, except for having superpowers of course.

So Barbara, Ben, and Tim chatted for a while while Bruce worked on his large computer. Ben told them about his aliens and some of his adventures, while they told him about their own enemies and some interesting fights they had over the years.

After a while, Barbara turned in Bruce's direction. "Bruce, has Ben met Alfred yet?" she asked. _Who's Alfred? _Ben wondered.

"Alfred's out for the night," the billionaire responded without looking away from his computer.

"Who's Alfred?" Ben asked, out loud this time.

"Bruce's butler," Tim responded nonchalantly, as if a butler was a common household item.

"Figures he has a butler," Ben muttered, causing Barbara and Tim to smile. The wielder of the Ultimatrix turned in Bruce's direction.

"So what's the plan?" Ben asked him.

Bruce didn't answer for a few seconds, instead examining his computer screen. He then stood up and pulled his mask back over his head before responding. "J'onn's still working on fixing the teleporter. You're stuck here for a few hours until I hear otherwise."

"But weren't you teleported here?" Ben asked, confused.

"Yes, but that was an emergency. You were sent here by yourself, and I had no idea what you would do. Or who would find you," Bruce responded, glancing toward Robin, who looked a little embarrassed.

"Okay, so I'm stuck in Gotham City for a while," Ben said, remembering all he read about Batman's home city.

"Yes," came the simple response.

The teen hero nodded in acceptance before speaking. "So what do we do now?"

"I'm working on something right now. Barbara you're back on patrol, and take Ben with you," Batman ordered.

Ben felt his heartrate accelerate from Bruce's order. Him, alone, with an attractive (_Stop thinking that! _Ben thought to himself) woman, on patrol in a dark city? Oh, this couldn't end well. His thoughts were interrupted by Robin.

"Hey! What about me?" he asked.

"You just got back from patrol, didn't you?" Bruce asked calmly.

"Yeah, but I can-" the Boy Wonder attempted to say before being cut off.

"And you're still sore from your fight with Ben earlier," Batman continued.

"Whoa! I didn't hear anything about that," Barbara said, turning toward Ben, who shrugged sheepishly.

"He didn't know who I was and attacked. We had a little scuffle," he explained. Batgirl raised an eyebrow, but didn't say anything else.

"Ge get some rest, Tim. You'll need it," Batman ordered.

Sighing, Tim turned and headed for the stairs before ascending them and disappearing from view.

"I held back my punches. I don't think he's that hurt," Ben said, attempting to stand up for the Boy Wonder. Batman turned his gaze on him and spoke once more.

"I know. I was checking the surveillance tapes. You didn't hit him that hard, yet he looked sore. Did you notice how he favored his left leg while he was here?"

Ben and Batgirl both thought about that, and realized that he did indeed favor his left side while he was standing, and he he seemed to slightly wince when he walked around.

"I'm thinking someone else did that to him while he was on patrol, and he wants to go back out and find them himself," Bruce deduced. Ben could understand that. How many times had he gone out to fight enemies as payback?

"And you want us to find out who?" Barbara asked before putting her mask back on.

Batman nodded.

"And if we happen to find ourselves in a bad siuation with said bad guy?" the young woman asked him.

He didn't respond.

"Got it. Come on," Barbara said turning to Ben. The young hero activated the Ultimatrix, turning the dial until he found Cannonbolt's image. Just as he prepared to slam his palm down, Batgirl's voice interrupted him.

"What are you doing?"

Right hand still extended in the air, Ben turned to regard Batgirl with a confused look. The red-headed vigilante was leaning against her motorcycle, arms crossed over her chest and an amused look on her face.

"I was gonna-" Ben started before being interrupted.

"Transform into one of your aliens, right?" Barbara asked, raising an eyebrow. Ben nodded as he lowered his arms, the Ultimatrix deactivating.

"Even though you have no idea how to get around Gotham, or any major locations?" she continued. Understanding where Barbara was going with this, Ben smiled sheepishly.

"I'll take that as a yes. Come on, professor, you're riding with me," the redhead responded as she threw one leg over her Batcycle. Ben felt his cheeks start to warm up as he walked over to her. He hesitated for a moment, which caught her attention.

"I may be called Batgirl, but that doesn't mean I bite," she said, sounding incredibly amused. Ben held back his blush as he climbed on. He was happy that Bruce wasn't watching them at least.

"Unless you want to find yourself lying in the street, you might wanna hold on," Barbara said, throwing a mischievous smile over her shoulder.

The wielder of the Ultimatrix felt like he was gonna break out in sweat any minute as he gingerly wrapped his arms around Batgirl's torso. The young woman revved the engine as she turned toward the cave opening. Due to Ben's slightly fried brain, he couldn't stop himself from speaking.

"You're not gonna tell Kara about this, are you?"

Barbara broke out laughing as the bike took off. The sudden acceleration caused Ben to suddenly tighten his grip around Batgirl's waist, which he noticed was surprisingly firm. She obviously worked out.

_First the incident with Kara, now this? _the young hero thought to himself. _God definitely loves screwing with me._

XXXXXXXXXX

A few minutes later, they were zipping down a dark street, the wind causing Ben's jacket to flutter behind him. It was getting toward night in Gotham, and Ben could see why the city was considered freaky. It looked like a place that Zombozo would love. He had been worried at first about his identity. If someone saw him riding on a motorcycle with Batgirl, what would they think? But it was dark, and Batgirl was driving really fast. No one would be able to recognize him. However, another thought came to his mind.

"Shouldn't I be wearing a helmet?" Ben asked, shouting over the engine.

"Relax. I'm a pro at this," Barbara responded before turning a hard left.

"Doesn't really answer my question," Ben answered her back.

She didn't respond, causing Ben to simply roll his eyes and try to enjoy the ride. Emphasis on the 'try'.

The buildings and lights flew by in a blur, and after a few minutes, the Batcycle slowed down and Barbara pulled into an empty alley. Ben released his grip on Batgirl's waist, and the two climbed off the black motorcycle.

"Is it safe to leave this here?" Ben asked, glancing toward the bike.

"Don't worry. It has defense systems," Batgirl answered, pulling a strange device from her belt. It looked like a handle with a claw attached to it.

"Try to keep up," she said playfully before the claw device fired upward, with a wire attached to the claw. The hook attached to one of the buildings, and Barbara was pulled through the air toward the building.

"Oh. Grappling hook," Ben muttered as he activated the Ultimatrix and began twisting the dial. He then slammed down, and the green flash filled the entire alley. Barbara turned when she heard a voice yell "**BIG CHILL!**"

A strange blue moth-like creature flew up into the air, four wings spread out, revealing a thin body and a green symbol on the chest. The moth landed and folded its wings up, becoming more like a phantom than an insect.

"That's pretty cool," Barbara admitted.

"Thanks," Ben replied, his voice sounding raspy and creepy. In another green flash, he returned to his normal human form.

"What do we do now?" the young man asked, leaning on the edge of the building.

"We go hunting," Barbara responded. She then ran to the edge of the roof and fired another grappling hook, swinging away onto another, taller building. Smiling at her antics, Ben activated the Ultimatrix again and slammed down on the form he was looking for.

"**JETRAY!**" Ben yelled as he opened his arms and took to the air, following Barbara.

After a few minutes of jumping (or flying) from building to building, the two heard a woman screaming for help.

"Guess that's our cue," Ben said, dropping the cliched one-liner as he dived from the top of the new building they had currently been standing on, Barbara following close behind.

The two landed in another dark alley, finding a dark-haired woman cowering against a wall with tears streaming down her cheeks. Barbara ran forward and knelt down to the woman's level, placing her hands on the terrified lady's shoulders.

"Ma'am, what happened?" Batgirl asked as Ben stood back, watching carefully.

"He... he said he was gonna eat me unless I..." the woman began before sobbing even more.

"Unless you what?" Batgirl asked, suddenly alert.

"Unless I called for help," came the response, the dark-haired lady covering her eyes with her hands and continuing her crying.

"And she did her job perfectly," came a growling voice from the end of the alley.

Ben and Batgirl turned around, only to have their jaws drop in a mixture of surprise and horror. A large form the size of Fourarms began stalking towards them, its very shadow stretching over the entire alley.

The man, if it could be called that, had reptilian skin similar to an alligator's, with an underbelly that looked like multiple plates put together. It had large claws on its fingers and toes, and was wearing a pair of large brown pants that were using a length of rope as a belt.

But the face was the worst part. Horrible, yellow eyes, a wide snout, and teeth that could put Ripjaws to shame.

"It's been too long, Batgirl," the creature growled, stopping a few yards away, his reptilian gaze turning toward Ben.

"What are you supposed to be?" the creature asked, sounding rather uncaring.

"I'm not dinner, that's for sure," Ben responded, falling back on his sarcastic wit to hide how stunned he was.

"Killer Croc... What happened to you?" Barbara questioned. The last time she had seen Croc, he wasn't this big, and he looked more human. And he most certainly didn't have that hungry look in his eyes.

"Like I said, it's been a while. I've mutated even further," Killer Croc said proudly, spreading his arms in a moment of glory. After a few seconds, Croc lowered his arms and glared at Batgirl.

"The problem is, now that I'm like this, I have to eat meat, and lots of it. And if you taste as good as you look, tonight's gonna be like dining at a five star restaurant," the behemoth growled. His tongue then came out of his mouth and began sliding along his large teeth.

"Dude, that's just sick," Jetray said, flinching in disgust.

Croc glared at Ben, his gaze nearly paralyzing in its ferocity. "I'll deal with you next," he threatened. The massive beast then leaned its head back and released a powerful roar before charging toward Batgirl, claws ready and jaws opened wide.

XXXXXXXXXX

**Another cliffhanger! Am I that cruel? Yes.**

**Also, I changed Killer Croc to the version seen in the Arkham Asylum video game. Frankly, I like Killer Croc, and I wanted him to be epic, not like he was in the original series. Tell me your thoughts on the change.**

**Anyway, you can guess what's gonna happen next chapter. On a side note, I have three major ideas for Ben's love interest. First of all, Kara is out of the picture. No Ben/Supergirl here, sorry.**

**The three main interests are Batgirl (though that is a long shot in itself, due to Batman Beyond and Nightwing), the original Wonder Girl, Donna Troy (and I have a completely different origin story for her, and she technically won't be an Amazon), or the second Wonder Girl, Cassie Sandsmark (I'm guessing some of you have no idea who that is). **

**Now, I'm not guaranteeing anybody, and it's not a vote or a poll. I just want some feedback. Like I said before, the fans make the writer.**

**Once more, I'm sorry for not updating sooner, keep the reviews coming, and stay tuned for more Ultimatrix action.**

**And I've decided to start posting the status of the story at the bottom of my profile, so whenever you're wondering how it's going, check back and there might be a status update.**


	9. Nostalgia

**Disclaimer: The blood-sucking lawyers wish for me to point out that I do not own Justice League or Ben 10. Now that they have made me do that, I won't be giving them the antidote to the poison they just drank. **

**Okay, so Ben has just been introduced to Batgirl and Robin, and now he knows all three of their identities. While on patrol with the female member of the team, they run into the reptilian villain known as Killer Croc. What will happen?**

**Man, twenty-two reviews for one chapter? That's AWESOME! Thanks for all your reviews, guys. This is now my most popular fic! Also, Donna Troy has been dropped, and, as of this moment, I'm gunning for Cassie Sandsmark.**

**EDIT: After seeing the last couple of Ben 10 episodes, I decided to redo this chapter to make it a little more interesting. Enjoy!**

XXXXXXXXXX

**Chapter 9: Nostalgia**

Killer Croc charged forward, eager to enjoy a fresh Batgirl dinner, followed by the stingray dessert. If he was still hungry, he'd probably go pay a visit to that fat slob Harvey Bullock. After all, he did have a bone to pick with the detective.

However, Croc barely made it halfway before a bright green flash illuminated the alley, stopping the monstrous reptile-man in his tracks.

"**ARMODRILLO!**" a deep voice bellowed. Croc barely had time to register the exclamation before something big slammed into him, sending his scaly hide flying backwards into the street where he hit a Prius. Immediately, its alarm started going off.

Back in the alley, Barbara was looking at Ben with a sense of awe, as his new form looked like a massive gladiator with drills in his arms and a face hidden beneath his helmet.

"Get her out of here," the creature known as Armodrillo said, pointing toward the still terrified woman who was lying against the wall with tears flowing down her cheeks and her body shaking in fear.

"I'm not gonna leave you," Batgirl responded defiantly.

"Who said anything about leaving? Get her away and come back for me," Ben responded, using his classic method of humor to calm himself and his allies.

Barbara cracked a little smile, though she silently pointed toward the street, where Croc was beginning to get back up. The large beast growled in annoyance at the Prius's alarm and promptly smashed his foot into the engine, silencing the vehicle. Ben nodded at Barbara and turned, walking calmly toward the end of the alley while Croc gave him a death glare. Behind Ben, Batgirl grabbed the woman and activated her grappling hook, swinging away with the woman screaming in her arms.

_I was going for Humongousaur, but this'll do_, Ben thought as he and Killer Croc stood on either side of the street, the scene looking highly reminiscent of an old western movie. All they needed was a tumbleweed.

"I hate having to scoop my meal out of a shell. But I could use the exercise," the reptilian man growled as he cracked his knuckles.

"Dude, seriously, stop with the food references. You're about to make me a vegetarian," Armodrillo groaned. Croc merely roared in response and grabbed the now-crumpled husk that used to be a Prius.

"Aw, man. Why'd you have to break a Prius? Don't you wanna save the planet?" Ben asked, hoping to get under his enemy's skin (scales).

Croc roared again and chucked the car at Armodrillo's head. The armored creature ducked, allowing the vehicle to fly over his head and into the alley, where it stopped against the opposite wall where the frightened woman had been sitting earlier.

Deciding that fighting woul be more productive than talking at this point, Ben slammed his hand into the ground, causing a shockwave inside of the earth that knocked Croc off his feet. Ben then used his powerful legs to jump into the air, lifting both of his large arms over his head.

However, Killer Croc was faster than he looked, and once he saw Armodrillo above him with his massive yellow arms raised, Croc immediately rolled out of the way, with Ben slamming into the ground, leaving a medium-sized crater in the street.

Turning his head, Ben managed to catch a dark blur before Croc slammed into him, knocking him onto his back.

Opening his jaws wide, the reptile lunged toward Ben and attempted to bite his armored head. Quickly, Armodrillo lifted his left arm, which Croc bit down on. He immediately roared in pain as three of his teeth shattered upon contact with the solid metal appendage.

Croc lunged back, groaning as blood seeped from between his powerful jaws, which was now missing three of its digits. His pain suddenly transformed into rage, and he let out a monstrous roar as he charged forward once more. Ben could tell that he was becoming more savage and beast-like with each passing second. Whether it was from hunger or fury, he didn't know. But he did know that Croc's fighting skills were becoming more and more simplistic. He could use that to his advantage.

As the reptilian goliath threw a punch, Ben ducked down and drove a right uppercut into his belly. Croc groaned in pain and hunched over, allowing Armodrillo to throw a left hook, which caught Croc square in the jaw.

Out of the corner of his eye, Ben saw something fly out of Croc's mouth, and guessed that he had relieved Croc of another tooth. Taking advantage of the situation, Ben began throwing a flurry of punches. Right hook to the face, left uppercut to the chin, right elbow to the side of the head, and finally a kick to the belly.

Croc went flying backwards, the force of the kick causing him to flip in the air and land on his belly.

Armodrillo walked up to him to make sure he would stay down. He reached down and flipped Croc onto his back to check him. The reptile groaned slightly, though his eyes were shut and he had multiple bruises from the pounding he had received. "You'd make a nice purse for a lucky lady out there," Armodrillo muttered as he changed back to his human form.

Ben then noticed a slight movement to his left and turned his head to see Batgirl standing there, looking astonished. Ben smiled sheepishly and shrugged, as if it were no big deal.

The redheaded woman walked forward and stood next to him, her eyes on Croc's unconscious hide.

"Whoa," was the first thing she said. Ben couldn't help but grin at that.

"You know, he kinda reminds me of one of my old baddies. Guy named Serpent," he said, then paused for a second. "Or Ssserpent, I can't remember."

"Big snake guy?" Barbara guessed, managing to use complete sentences again.

"Bingo," came the simple response. But then a thought came to him. "By the way, where were you?"

This time, it was Barbara's turn to smile sheepishly. "I was on my way back, but the woman wouldn't let me go. Kept grabbing my arm and begging me not to leave her. I finally had to use my knock-out gas on her."

Ben laughed at that, which, unbeknownst to the two heroes, caused Croc to stir slightly.

"You didn't leave her on a street did you?" the wielder of the Ultimatrix asked.

"Of course not. I left her on a rooftop," Batgirl defended herself.

"Alright. You go get her and we'll drop her off at a hospital. I'll handle this guy," Ben said, gesturing towards Croc.

Barbara nodded and took off, pulling out her grappling hook and taking off into the air. Ben then turned and walked over to the side of the street, where he found a tooth the size of a cell phone, which no doubt belonged to Croc.

Picking the the tooth up and weighing it in his hand, Ben remembered the summer vacation that gave him the Omnitrix, back when he would collect souvenirs of the bad guys he had beaten. Animo's helmet, the pictures from Sparksville (making Ben think of the monotone mayor), and Tetrax's hoverboard had all been kept as mementos of that fateful summer.

Ben's thoughts then drifted to the Batcave, where Batman himself seemed to have collected souvenirs of past battles.

The teen hero then tightened his grip on the tooth. For now, he was stuck in this dimension, and he was going hero all over again. Maybe collecting a few souvenirs wouldn't be so bad...

Smiling at the thought, Ben tucked the tooth into his pocket and turned back toward Croc, who was still out cold. His leg twitched lightly, and a small growl came from his throat. The reptilian psycho was having a dream.

_I don't even want to _know _what he's doing in those dreams_, Ben thought, images of torn carcasses and crunched bones springing forth in his mind.

Ben then activated the Ultimatrix and slammed down on a form he had used only a few minutes ago.

"**SPIDERMONKEY!**" he cheered as he shot webbing from his tail, sticking Croc to the road until the authorities could bring him in. Correction, _if _they could bring him in.

_They'd probably need a flatbed truck_, Ben thought as he turned back to normal and walked back into the alley, where he stood and waited for Barbara to show up. The redhead arrived about a minute later, with the mystery woman's unconscious form in her arms.

"Well, let's drop her off and get back to work," Ben said before yawning. Man, how long had it been since he last slept?

XXXXXXXXXX

**The next day...**

Ben Tennyson yawned as he cracked open his eyes to examine his surroundings. He was in a large room, lying on a couch with a blanket covering his body, and had a trail of drool coming out of the corner of his mouth. Quickly wiping away the saliva, Ben began to wonder how he had wound up on a couch before he remembered the previous night.

After dealing with Killer Croc and dropping the traumatized woman off at a hospital, Ben and Batgirl had continued patrolling the city, stopping a few muggings, attempted rapes, and even a jewelry store robbery. All in all, Ben had one hell of a day, from the early morning in Metropolis where he caught a plane, to the late night in Gotham where he beat up a monstrous reptilian man with an appetite for flesh.

Around one in the morning, Bruce had called them back to the mansion and gone on patrol by himself for a while. Barbara was supposed to show Ben to a room, but the boy had fallen asleep on the couch almost instantaneously. The redheaded vigilante didn't have the heart to wake him from his peaceful slumber, and had covered him in a blanket before exiting the room and turning the light off.

Ben lifted his hands over his head and stretched, hearing his spine crack twice. Sighing contently, he stood and allowed the blanket to fall from his body. After that nice rest, he felt good, and after a shower, he'd be ready to go back on patrol. He then felt a weight in his pocket and pulled out the tooth he had recovered the previous night, courtesy of Killer Croc. _And the collection begins..._ the young man thought as he slipped the tooth back in his pocket. Then another thought struck him.

_First I slept in Clark's place, then Bruce's._ The idea was amusing to him. If this had happened when he was sixteen, he'd be wondering what would happen if he bunked at Diana's place (if she had one). However, Ben's maturity, combined with the knowledge that the amazon warrior could beat him to a pulp if she desired, managed to push that thought out of his head. Especially given the incident with Kara...

Rubbing the sleep out of his eyes, Ben walked over to the big grandfather clock, which he now knew to led to the Batcave, and opened it, walking down the stairs to see if the others were awake. As expected, Bruce was already at the computer, though he was wearing a nice suit and tie and looked like he was going to a business meeting. Considering the fact that he was a billionaire, it wouldn't surprise Ben if he was going to a meeting. Standing behind him, Barbara Gordon was talking on a cell phone, wearing a black T-shirt and skirt.

After Ben finally descended the stairs, Barbara noticed him, smiled, and gave a little wave before continuing speaking on the phone.

The wielder of the Ultimatrix approached Bruce, who didn't even turn around. "You slept well."

Ben shrugged. "You have some nice furniture."

No response from Bruce, who continued typing on the computer. This caught Ben's attention when he saw him name appear on the screen.

As if reading his thoughts, Bruce spoke. "If you're going to stay here, on this Earth, you're going to need an identity. I began working on it last night, but you're going to have to give me the details."

Ben was slightly surprised at that. "Already thinking ahead?"

"It's what I do," came the simple response.

The teen hero nodded and began feeding Bats the information. Full name: Benjamin Kirby Tennyson (Barbara, miraculously, managed to hear that over her chatting and began laughing after hearing Ben's middle name, though she quickly apologized). Parents were Carl and Sandra Tennyson. Aunt and Uncle's names were Lily and Frank. Cousins Gwen and Ken. All of their birthdays.

Then came the slightly harder stuff. They had to change some of his background, however. As it turns out, Bellwood didn't exist in that universe (a fact that drove Ben crazy), so Bruce filled in the blanks there with a different city, high school, etc. Ben made sure that Bats gave him a driver's license. That was a must-have.

And, of course, they had to change his background. They made it so that Grandpa Max had died of a heart attack, and that Ben's parents, aunt, and uncle all died in a highway accident on their way to a ski resort. Ben and his two cousins were split up and sent to different foster homes, with Ken being killed by a tornado and Gwen mysteriously disappearing one day while walking home from school. While Ben was pained by creating fictitious accounts of his relatives' deaths, he knew it had to be done. But he couldn't bring himself to create a death for Gwen. It was too much...

A while later, they had finished, and at that exact same moment, Barbara got off the phone. Ben raised an eyebrow in her direction. "I hope you have unlimited minutes on that thing," he said playfully.

"Are you saying I talk too much?" the redhead asked, arching an eyebrow, though smiling slightly.

"Are you saying you _don't_?" Ben retorted, causing Barbara to start laughing. It was a beautiful sound.

"Touche," Barbara said, regaining her composure.

Bruce looked down at his watch and stood up, placing his finger on his ear. "J'onn, is the teleporter fixed?"

Ben and Barbara looked over, wondering if Ben was heading back to the Watchtower. After a few seconds... "Good. Charge it up and get him back up there."

"He seems eager to get rid of me," Ben muttered, though he knew this wasn't the case.

"Don't worry. He has an important meeting today, and I gotta be somewhere. And I'm pretty sure he doesn't want to leave you and Tim alone in the same place," Barbara responded, grinning mischievously.

Ben rolled his eyes, though something sprang up in his thoughts. "By the way, was Croc the one who injured Tim?" he asked.

Barbara's grin became a small frown. "Yeah, it was. He managed to get away thanks to smoke bombs, but he got some big bruises."

"Well, at least that mystery's solved," Ben said, turning toward the bright side.

"Yeah, but Tim's angry that he wasn't there when you beat Croc down," Barbara responded, putting emphasis on the 'you'.

"You helped," Ben said, trying to hide his blush at the light praise. The redhead next to him chuckled slightly.

"Thanks for trying, but you get all the credit there," she said, placing a hand on Ben's shoulder and squeezing it lightly before releasing him. Ben was speechless, though he managed to hide his surprise.

"Ben," came Bruce's voice.

Drawing his attention away from Barbara's gesture, Ben looked at the billionaire, waiting for him to speak.

"I have a business proposition I want to run by you later. But for now, I'm sending you back to the Watchtower," Bruce said.

Ben nodded and turned back to Barbara. "So, see you 'round?"

The redhead grinned. "Yeah. Come back anytime. And don't worry, I won't tell Kara," she said, her eyes gleaming with a mischievous look. Ben blushed furiously and walked over to Bruce, extending his hand.

"Thanks again for telling me, Bruce. It probably wasn't easy," he said, referring to Bruce's secret identity.

And, for the first time, Ben saw the billionaire smile.

"We're not too different, Ben. I know I can trust you with my secret, just as you can trust me with yours," Bruce said, shaking Ben's hand.

After Ben released the dark knight's hand, he disappeared in a flash of blue light, heading back to the Watchtower.

XXXXXXXXXX

Inside Gotham City General Hospital, in room 613, a young woman with black hair opened her eyes to see the sun shining through her window. The woman, who had been face-to-face with Killer Croc the previous night, smiled. It wasn't a warm, happy, glad-to-be-alive smile.

It was a devious, cruel smile.

The woman quietly climbed out of her bed and reached into her purse, which had been left on the table next to her bed. She pulled out a disposable cell phone and pushed down on the number 2, allowing the phone to go into speed-dial.

The woman held the phone up to her ear while leaning against the wall. One ring... Two rings...

"Hello?" a strange voice said in a strangely comedic way.

The mysterious woman smiled as she reached up and pulled the black wig off of her head, revealing her blond hair, which she began to fix in a half-hearted manner.

"Hey, Mr. J," the blonde woman began, turning around and opening her purse once more, her phone tucked under her ear.

"You wouldn't _believe _what happened last night," the woman known as Harleen Quinzel said as she began applying the white makeup to her face.

XXXXXXXXXX

**OOH! Surprise ending!**

**This chapter's a little shorter than usual, but, since the next one is chapter 10, I'm gonna do something special...**

**And yes, the Joker will be appearing soon, since I'm a big fan of the laughing psychopath (and I know you are too, don't deny it). Oh, what form to use when that time comes...? As a side note, I had planned to use Rath on Killer Croc, but a friend suggested I use one of Ben's newer aliens to mix things up a little. It had been a toss-up between Armodrillo and NRG.**

**So, love it, hate it? Bring on the reviews! **


	10. Rise of KryptoKnight

**Disclaimer: I don't own Justice League or Ben 10. I do have a desk, though. It's made of mahogany!**

**This is my first story to hit 100 reviews, and I feel all warm and fuzzy. Of course, I owe it all to you guys. Thank you all for your praise, criticism, and patience (especially the patience).**

**I also feel like I should throw in a few notes. Firstly, credit to pryme-sephir for the Kryptonian's name. Congratulations, my friend.**

**Second: I plan on reintroducing some of Ben's other aliens. I have four that come to mind, but no spoilers! (Hint: one has a tail)**

**Third: I wanted to get this chapter up a lot sooner, but bad luck hit me at every turn, including having to re-write this chapter four times. Plus, I went to Georgia for Thanksgiving, so that meant no computer from Wednesday to Friday. And before that, I broke my wrist on Monday (long story), and I'm writing this with pretty much a hand and a half. Yeah, I'm that dedicated. I was hoping to get two or three chapters up, but fate decided to screw with me as much as it does with Ben (oh, wait... I'm the one that screws with Ben).**

**UPDATE: It has recently come to my attention that I have miscredited the writer who gave me Krypto-Knight's name. I originally thought it was pryme-sephir, who had actually written the name Krypton-Knight in a review. The true originator of the name was High Prince of Gasket, who had sent the idea to me via PM three months before pryme-sephir wrote the review. I apologize for the mix-up, and congratulations to the High Prince for coming up with the name. If you enjoy Ben 10 crossovers, check out his profile.**

XXXXXXXXXX

**Chapter 10: Rise of Krypto-Knight**

Bizarro let out a grunt as he took another blow to the stomach, the air getting knocked out of him. There was a blur in front of him, and a large fist connected with his face, sending him flying into a nearby building.

The building's outer layer of bricks was no match for the twisted version of the Man of Steel, who blew through the wall easily.

Looking out of the rubble, Bizarro saw the creature he was fighting approach him. The emerald body seemed to shine brilliantly in the light as the rock-like being approached, his arms folded over his chest.

The rock-like alien didn't speak, for there were no words to be said. This was a serious fight.

The cloned Kryptonian was also silent. He simply glared at the alien while picking himself up from the rubble. There was a momentary pause where the two locked eyes, neither combatant willing to avert their gaze.

Bizarro madethe first move, standing up and launching himself at the emerald alien, fists out in front of his body. Without even flinching, Diamondheadleaned back, allowing the messed-up clone to fly over him, before forming his right hand into a blade shape and taking a swing.

Bizarro's decapitated head landed on the ground nearby while the body kept flying until it hit a Corvette at the end of the street. Walking over to the villain's head, Diamondhead looked disdainfully at the wires sticking out of the neck.

A bright flash illuminated the area, revealing Ben Tennyson standing there with a small frown on his face.

"You know, these robots are getting easier to predict," the boy said as he picked up the head, which began shimmering and became the weird horseshoe-like shape that was standard for all of the training droids. He then chucked the head over his shoulder without a second thought.

Green Lantern's voice erupted over the loudspeaker. "We're working on their AI, but for now, you're stuck with dumb enemies."

There was a pause, then Lantern spoke again. "Unless you'd rather spar with Diana."

Ben's eyes widened and he raised his hands in alarm. "No, I'm good!"

"Okay then," GL said, sounding like he was holding back laughter. "Let's go with Mongul again."

The young hero sighed before activating the Ultimatrix and slamming down.

"**CHROMASTONE!**" came the battle cry. John took that as his cue in the control center and sent out a droid, which quickly transformed into Mongul. John could have turned up the difficulty level, of course, but Batman had given him specific instructions to keep the simulator on lower levels. There were still a couple of bugs in the system.

The door behind GL opened, Diana and Flash entering the room. "Any particular reason you're here?" the Lantern asked without even turning around.

"It's always interesting to see Ben's transformations. The boy is quite the fighter," Diana admitted, shrugging.

"There was nothing good on TV," came Flash's simple response. Sighing in resignation, Lantern allowed them to take a seat and enjoy the show.

Ben smacked his fist into his open hand to get ready, while Mongul approached slowly, a sneer on his holographic face.

Chromastone made the first move, throwing out his right hand and firing an energy beam, which struck Mongul dead in the chest. The droid's face gave a small grimace of pain, but otherwise it was unharmed.

"Okay, plan B," Ben muttered as he charged forward and threw a left hook, his amethyst fist connecting with Mongul's cheek. When his head snapped to the side, Chromastone gave a small smirk of victory. Bad move.

Mongul looked down on him with a malicious grin before slamming his massive yellow fist into Ben's head.

Inside the control room, Flash and GL both winced as Chromastone was sent flying into the fifth floor of a nearby building before falling to the asphalt.

"He's going to need someone a lot tougher than Chromastone," Lantern noted.

Ben groaned as he picked himself up off the ground. _I complain about the robots, and now one is smacking me around. I hate karma._

Looking up with his one eye, Ben saw Mongul charging towards him, fists balled and yelling a battle cry. "Oh, man," Chromastone muttered as he pushed both of his hands forward, unleashing a massive energy blast that struck the yellow behemoth dead-center.

There was a blinding explosion, with Ben and the other members of the League covering their eyes. After a few seconds, the light died down, revealing a large crater in the area where Mongul was just standing.

Just as he was about to pump his fist in victory, Ben saw his alien enemy step out of the crater, with a few small cuts and bruises as the only evidence of Chromastone's attack.

In the control room, Diana turned and shot a glare at GL. "You turned up the difficulty level, didn't you?"

"Of course not! I know the rules," the man responded, defending himself. Needless to say, the amazon did not believe him.

Diana would have most likely continued to glare at GL if not for the sight of Chromastone's body flying through the air.

Ben found himself crashing into another street, now experiencing a massive headache. "Why is it that I always get the worst beatings when I'm Chromastone?" he muttered to himself. Deciding that his current strategy wasn't working, Ben tapped the Ultimatrix, disappearing in a green flash.

"**WATER HAZARD!**"

The crustacean-like hero groaned at the transformation. "Why do you hate Humongousaur?" he growled.

A split-second later, a streetlight was slammed into him, knocking the teen onto his back. Fortunately, the armored shell that Water Hazard possessed managed to almost fully block the pain.

_Actually, this could work for me, _Ben thought as he stood up, Mongul marching toward him at a steady pace. With this form's durability and enhanced strength, he could win, though it might take a while. So, cracking his knuckles once more, Ben charged forward and punched Mongul in the gut. The yellow giant bent over from the blow, allowing Ben to throw an uppercut that connected with his chin, knocking him backwards slightly.

The teen then threw both of his arms forward, firing a powerful blast of water from both of his palms. The force of the water managed to send the large alien flying backwards, crashing into the street and destroying the pavement. Ben didn't give him time to stand up, instead running forward and jumping onto Mongul's chest before proceeding to punch him rapidly in the face. It appeared to be working, since the robot's hologram began to shimmer slightly.

"Time for the coup de grace," Ben said, standing straight up on Mongul's chest. He extended his hands to point straight at his opponent's body before unleashing more blasts of water. This time, however, Ben allowed the force to propel him straight into the air, similar to how he would use Swampfire's fire blasts to launch himself.

GL, Diana, and Flash all watched as Water Hazard flew into the air over the buildings.

After reaching a sufficient height, Ben quickly ceased his water blasts and slapped the Ultimatrix.

"**CANNONBOLT!**"

The large round alien instantly rolled into his sphere form before allowing gravity to take over.

"Oh, that's gonna be painful," Flash muttered.

He was right. After about a second or two of falling, Cannonbolt's massive bulk slammed into Mongul, smashing him into the ground and creating an impressive crater. After the smoke cleared, the three heroes in the control room managed to see a human Ben Tennyson standing over a destroyed training robot, his arms folded across his chest and a smirk on his face.

"That all you got?" he asked, looking directly at the camera that led to the monitors.

"Cocky little runt, isn't he?" GL grumbled, crossing his arms in front of his chest.

"Even you gotta admit, that finisher was pretty cool," Flash said, grinning.

Lantern didn't respond. Instead, his attention was drawn when he heard the door opening, and he turned to see Diana exiting the room. "Where are you going?" he asked.

The amazon warrior looked at him with a smirk on her face. "Tell Ben he has another opponent to fight." She then turned and allowed the door to close behind her.

"Shall we bow our heads in prayer for Ben's health?" Flash asked.

"We probably should," came GL's response. The two lowered their heads.

Back in the simulator, Ben was standing in a newly repaired city, with the craters and destruction from his previous fight all gone, as if they were never there. "Okay guys, where's the next robot?" he asked, slightly impatient.

"You're not fighting a robot, Ben," came a female voice from behind him. Ben tensed up immediately as he turned around to see Diana standing there, as tall and beautiful as ever.

_Beautiful? She could rip me in half! _Ben thought as he looked back toward the control room. "Is this some kind of punishment? I already stopped complaining about the robots!" he protested.

"Sorry kid. Diana wanted to spar you. It's out of my hands," GL responded, causing Ben to frown and begin his plans for revenge on the intergalactic hero. He pinched the bridge of his nose and turned to Diana, who was looking rather amused.

"It's just a friendly sparring match, Ben. We're not trying to kill each other," she explained, attempting to calm the young man.

Figuring that the amazon princess would at least show him some mercy, Ben spoke. "Anyone in particular you want to fight, or should I just wing it?" he asked.

"It's your choice, but this'll just be one round. Besides, you must be low on power by now," Diana said calmly, though she entered a fighting stance as she did so.

"Uh... Normally I don't hit girls. Kind of a rule I have," Ben said, averting his eyes and rubbing the back of his neck in embarrassment. Diana smiled at that. He was an honorable warrior, even at such a young age. "It's just a sparring match. And don't worry. I'll take it easy on you." The amazon added that last part with a playful undertone and a smirk.

"Rath it is, then," Ben muttered, accepting the challenge as the hologram popped up. He twisted the dial and found the humanoid tiger he was looking for before lifting his hand and slapping the dial.

However, the Ultimatrix had different plans.

"**KRYPTO-KNIGHT!**"

XXXXXXXXXX

**Ten minutes later...**

In a flash of blue light, Superman reappeared on the Watchtower, allowing himself some rest after foiling another armored car robbery. _You'd think they would have learned by now_, the Man of Steel thought to himself as he approached J'onn, who stood at the controls with that passive look on his face. However, Superman could sense something was up.

"What did I miss?" he asked, already willing to guess that Ben was involved.

"Come see for yourself," the martian responded, turning and walking with Superman right behind him.

When the two reached the medical bay, they saw both Diana and Ben sitting down on beds, both looking rather tired. However, the most notable feature was that Ben now had a black eye. Flash and Green Lantern were standing nearby, both of them keeping their attention on the wielder of the Ultimatrix.

"What happened?" the Man of Steel sighed once the door closed behind him.

"Good question," GL responded. "Ask junior."

Superman turned his gaze on Ben, who was sitting there without his jacket, wearing only his black shirt and jeans. He looked rather silly with the black eye, and the Man of Steel resisted the urge to laugh at the boy.

"Well," Ben said, scratching the back of his neck and averting his gaze. "What happened was..."

XXXXXXXXXX

**Ten minutes earlier...**

"**KRYPTO-KNIGHT!**"

Diana, Green Lantern, and Flash all felt their jaws drop as they looked upon this new form with awe.

This transformation looked human. In fact, it looked very much like a thirty-year-old version of Ben. He still had the green eyes and brown hair, though he also had a beard and stood much taller than he did as his normal self. He wore dark blue pants, black boots, and a sleeveless black shirt with a green stripe running down the middle, and sitting in the middle of this green stripe was the Ultimatrix symbol. This form also wore fingerless black gloves and possessed an impressive and intimidating musculature.

"Okay," Ben said in a much deeper voice, flexing his fingers in shock. "This is new..."

Diana walked forward in a non-threatening manner to examine this new alien.

"You've never transformed into this one before?" she asked once she was close enough.

"Didn't even know it existed," Ben responded as he began to study his new muscles. He then reached out with a finger and tapped the Ultimatrix. "Uh, Ultimatrix? What exactly am I?"

"SPECIES UNKNOWN. DNA WAS RECENTLY SCANNED AND UPLOADED TO DATABASE. NEW ALIEN FORM POSSESSES SUPER-STRENGTH, ENHANCED DURABILITY AND SPEED, FLIGHT, HEIGHTENED SENSES, AND THERMAL OPTIC BLASTS," the device responded.

"What was that last one?" Ben asked, raising an eyebrow.

"Heat vision," Diana said quietly, finally realizing what exactly the wielder of the Ultimatrix had turned into.

"You know what I am?"

"You're a Kryptonian. Like Superman," the amazon explained, causing Ben's jaw to drop. He then looked down at himself once more, drinking in the fact that he had somehow managed to scan Superman's DNA (though he didn't recall that ever happening) and now he was transformed into his own version of the Man of Steel.

"This is... AWESOME!" Ben shouted, pumping his fist with a large grin on his face.

Diana's eyebrow lifted upwards in surprise. "Not the reaction I was expecting," she said dryly.

The teen hero didn't respond, instead appearing to concentrate for a moment. Then he gasped as he felt himself floating into the air, slowly but surely.

"Whoa," was all he could say as he floated about three inches off the ground. The wielder of the Ultimatrix then released a laugh as he took off, finding that controling the Kryptonian's flight was a combination of Big Chill and Jetray, able to move at high speeds while also maintaining the ability to levitate.

Meanwhile, GL and Flash were still thunderstruck. "You think this has something to do with that beam of light? You know, when Ben first arrived?" Flash asked.

"Wally, that is _exactly _what I think," came GL's response.

Ben backflipped in the air and landed on the roof of a building, Diana appearing a few seconds later.

"Still wanna spar, princess?" he asked, using the same playful voice that she had used on him prior to his transformation.

Normally, Diana would have stopped and allowed Ben to get used to the form before using it. However, he was a capable young man who no doubt knew what he was doing. That, and the princess jibe really set her off.

The amazon let off a small smirk before launching herself at Ben, throwing the first punch right toward his chin. The teen hero, to Diana's surprise, became a blur and dodged her attack effortlessly. While she still had her fist extended, Ben delivered an elbow to her gut followed by a kick to her back, knocking her on her stomach. Fortunately, Ben knew that he had to pull his punches, else he risk seriously injuring Diana.

The princess stood up and turned toward the alien with a fire in her eyes. Now she was getting serious.

"Come on, Diana. Impress me," he said, allowing his cockiness to show. While he normally kept it reined in, the power of this new form allowed him to experience a sense of euphoria that not even Way Big granted him. Plus, it allowed him to take much more punishment, even from an opponent as fierce as Diana.

"You asked for it," she replied. Before Ben knew it, he was wrapped up in Diana's unbreakable lasso.

_Huh. She's fast_, was the only thing Ben managed to think before being yanked forward toward the amazon warrior. Diana lashed out with a kick that connected with Ben's chin, causing his head to snap back and his body to go flying into the air.

However, the teen hero smirked at that. He kicked in his flying capabilities and blasted himself upward, yanking Diana up after him. Ben then twisted around, the lasso still wrapped around his body. The wielder of the Ultimatrix then launched himself at the amazon before twisting around, planting both feet in Diana's stomach. She let out a grunt before flying downwards into a city street, releasing her lasso in the process.

Ben floated down, pulling the lasso off and throwing it to the side. Diana's collision with the street had created a small crater, though nothing like the one that Cannonbolt had created against Mongul.

The amazon climbed out without so much as a scratch on her. She flew toward Ben and threw a kick toward his ribs, though he caught her leg easily. The teen countered with a right hook, which Diana dodged by bending over backwards, even though Ben was still gripping her leg. Diana then twisted her body and hit Ben in the face with her other leg, balancing herself with her hands.

The blow stunned the Kryptonian hero, causing him to release the amazon's leg. Diana flipped over back onto her feet and lunged toward Ben while he was still stunned. However, he anticipated this, and leaped back, landing on his hands and pushing himself into the air with his new upper body strength, flipping over Diana and landing behind her.

The princess had little time to react before Ben planted his boot square in her back, sending her flying face-first into the street. Deciding that hitting her while she was down would be a smarter tactic, Ben leaped into the air and launched his feet towards Diana's stomach. The amazon was too fast, however, and she rolled out of the way just in time.

Ben quickly twisted his neck in Diana's direction, only to receive a punch to the face that sent him flying into one of the nearby buildings.

The pain from the blow was minimal, which meant that either Wonder Woman was holding back, or his durability was blocking most of the pain. Pushing those thoughts aside for later, Ben launched himself forward in a blur, grabbing Diana around the waist and blowing through the building behind her, winding up on a street on the other side.

Diana threw a kick to Ben's gut, knocking him off of her. The two stood up, preparing themselves for the next wave of blows.

Ben attacked first, running up to his amazonian opponent and entering a straight hand-to-hand combat fight.

The teen hero lashed out with a kick, which Diana managed to dodge before throwing a kick of her own, which Ben ducked under. He countered with a punch, Diana catching it in her palm and kneeing him in the stomach. The wielder of the Ultimatrix let out a grunt, though he managed to stay standing and grabbed Diana's head, pulling her in for a painful headbutt.

Both combatants groaned and rubbed their heads, stepping away from each other for a moment.

"Okay, bad idea," Ben muttered as he cleared his head. He flew towards Diana and threw a punch, but was stunned when she bent over backwards to avoid it, mirroring the move that Diamondhead had pulled on Bizarro earlier. Diana threw a smirk at Ben before throwing a chop, which hit Ben in the throat.

The young man began choking as he flew into another nearby building.

Diana stood straight up once more and looked over her shoulder to see Ben on his knees, grabbing his throat and coughing. He glared at her as he stood back up, and she turned fully to face him, that little smirk still on her face.

Neither fighter said anything.

Ben then gave a smirk of his own as his eyes began to glow red. Diana's eyes widened, and she instantly lifted her arms, using her bracelets to deflect Ben's heat vision, which he began firing rapidly. Diana, as fast as ever, managed to block or deflect every single one.

"Not bad," the wielder of the Ultimatrix said as his eyes returned to their natural green color.

"For a girl?" the amazon asked, waiting for the teen to finish the cliched phrase.

Ben simply laughed at that. "Trust me. I know better than to say that around a girl who has superpowers."

_Wise beyond his years, _Diana thought as she gave him a genuine smile before returning to a combat stance.

The teen hero simply nodded before charging forward, right fist cocked back. Diana threw a right punch of her own at the same time, both fists going right towards their targets. The distance between them kept closing, and they were within a few feet of each other...

Unfortunately, the Ultimatrix chose that moment to time out. In a bright green flash, normal, eighteen-year-old Ben Tennyson found himself flying forward from superpowers that he no longer possessed, only to be struck in the eye by an amazonian fist a split-second later.

He was out like a light.

XXXXXXXXXX

**Present time...**

"After I woke up, and stopped seeing three of everything, I felt fine," Ben finished.

Superman's eyebrows were raised in surprise from the story. He didn't know what was more astounding, the fact that he actually had a Kryptonian form on the Ultimatrix, or the fact that he wasn't in a coma from Diana's blow to his eye.

The amazon, however, still looked concerned, which Ben noticed.

"Diana, I told you already, I'll just use Swampfire and this black eye will be gone," he said, attempting to console Diana. This seemed to cheer her up, if only a little bit. Ben then turned to face Superman with a serious look in his eyes.

"And how exactly did my Ultimatrix get a copy of your DNA?" he asked, raising an eyebrow.

"The night you showed up, while you were asleep, it let out some green beam and scanned Superman," Green Lantern explained.

Ben paused for a second, taking in all that had happened. He then nodded, accepting that story.

"Things just keep getting weirder, huh?" he asked as he rubbed his temples.

"That's how it looks," Superman admitted, shrugging. He was still a bit shocked from all of this. The fact that Ben could turn into a Kryptonian form was either very good or very bad. For one thing, he now had an incredibly powerful form at his disposal. But if he ever went rogue...

Superman brushed those thoughts from his head. The kid had suffered, but he was still a hero. He was one of them.

_One of us... _the Man of Steel thought to himself. He wondered if J'onn had heard that. His inner debate was interrupted by Ben speaking.

"I don't know about you guys, but I'm starving," the teen said as he grabbed his green jacket and slipped it on.

"Right behind you," Flash said, perking up immediately and zooming out of the room.

"If I had XLR8," Ben muttered as he ran out of the room after the speedster. Diana smiled at the pair's antics as she stood up, also hungry from her sparring match. Plus, she still felt a little guilty about giving Ben that shiner.

The amazon left the room, leaving Superman with J'onn and Green Lantern.

"So what do you guys think?" the man known as John Stewart asked.

"Right now, I think we should wait till Bruce comes back from that business meeting. He'll want to hear this anyway," the Man of Steel said, leaning against the wall, mentally going over everything he knew.

"So, when do we begin the 'initiation'?" John asked, looking at J'onn.

"Everything is ready. The teleporter has been fixed, the Javelins are ready for usage, and our system is up and running. We can begin in forty-eight hours," the martian explained.

XXXXXXXXXX

**There's chapter ten. And look, no cliffhanger! Hallelujah!**

**Anyway, I figured that Ben should get a worthwhile opponent instead of one of those annoying robots. Also, in case you're wondering, I'm planning on Diana becoming a kind of sister-figure to our boy Ben. Kinda like Hawkgirl is to Flash.**

**And yes, I realize that this chapter is more action than plot, but hey, we need action! However, the n****ext chapter is less action and more plot development, including Ben choosing his 'hometown' and Batman's proposition for the kid.**

**For the poll, the final tally was 6 for Krypto-Knight, 3 for Prime, and 2 for Ultraman. Nobody voted for Titan, and to be honest, I didn't expect them to. For Krypto-Knight's appearance, I kind of blended Ben 10,000 with the Ultimate Alien version of Ben, so he has a different color scheme and way more muscle.**

**On a side note, some reviewers have been asking to draw fan-art. I gotta say, that'd be awesome! Especially Krypto-Knight, drawings of him would be sweet.**

**So, what do you think? All it takes is a click on the review button. **


	11. The Bachelor Pad

**Disclaimer: I don't own Justice League or Ben 10. I also don't own a single shred of sanity.**

**I know, I know, it's been too long since I updated. I've had to deal with final exams, my job, and my recent obsession with the anime _Bleach _(which I'll probably start a fanfic about next month). Anyway, I'm back.**

**Back to business as usual. Here's we begin the 'integration process', as I call it. You'll see what I mean. And you might see a bit of foreshadowing here and there. **

XXXXXXXXXX

**Chapter 11: The Bachelor Pad**

"**SWAMPFIRE!**"

Ben's sudden outburst was followed by what sounded like a gagging noise. The plant-like hero turned to see Diana, Flash, and Green Lantern holding their noses. "Jeez kid, what have you been eating?" GL asked.

"Sorry. I forgot how bad Swampfire smelled," Ben said sheepishly. However, his plan worked, as he felt a small tingling sensation in his eye, and a few seconds later, he knew that the shiner that Diana had given him was gone. As a bonus, he also felt the bruise that Doctor Polaris had given him disappear as well.

With that all said and done, Ben hit the symbol and reverted back to normal. The others removed their hands from their noses.

"How do you forget a smell like that?" Flash asked incredulously. Ben grinned as he sat back down at the table. "I've been using him for three years. You get used to it after a while."

"That sounds like a blessing from Hera," Diana said, though her smirk indicated she was just playing.

"Well it worked, didn't it? Swampfire's better than any hospital," Ben declared, rubbing his left eye for emphasis. The amazon princess only smiled at that.

"So, you were telling us about Will Harangue guy?" Flash asked, hoping for Ben to finish his story.

The boy blinked before he recalled what he had been saying. He, Diana, and Flash had been swapping stories in the cafeteria, with GL joining in a few minutes later. "Oh, yeah. So I'm fighting this big robot that Harangue designed to kill me, and it knows all of my aliens' moves and powers. Except for one: Nanomech."

"Figures. No one ever takes the small ones into consideration," GL said, shaking his head. You must factor in _every _enemy facet and resource, any good marine knew that. Nevertheless, he allowed Ben to continue. Diana and Flash were practically on the edge of their seats, listening in anticipation.

"Exactly. Well, I managed to get inside it, fry its systems, and then I sent it back to its owner."

Diana's mouth dropped. "You gave that machine back to the man who tried to kill you?"

Ben grinned mischievously. "If by 'gave it back' you mean 'crushed it with Way Big and dropped it on Harangue's car', then yeah, I gave it back."

The three other heroes at the table began howling with laughter, causing Ben to feel a sense of pride. _And Kevin said I wasn't funny. _

The wielder of the Ultimatrix blinked at that thought before feeling his high spirits droop a little. Though Ben doubted he would ever get over the trauma of losing his loved ones, he at least hoped that he could restrain those thoughts and feelings in public. Apparently he was wrong.

"Remind me to stay on your good side," GL said once he regained some composure.

"I'm kinda surprised, to tell you the truth," Ben admitted, snapping back into reality. "When you guys were starting up, didn't you have... '_critics_'?"

"We did, actually," Flash responded. "Guy calling himself 'Glorious Godfrey' tried to make us look bad."

Ben grinned at that. "So what happened to him?"

GL gave his own smile as he explained. "We saved the world from total destruction, and his sponsors dropped him. Last I heard, his show was moved to four in the morning, and everyone pretty much forgot about him."

"Lucky," Ben sulked. "That idiot annoyed me for three years."

"You'd think he'd wise up after you smashed his car," Flash noted.

"The word 'wisdom' doesn't really apply to Harangue," Ben retorted.

The others couldn't argue with that. In fact, they didn't get the chance to, for the familiar forms of J'onn, Superman, and a fully-costumed Batman appeared in the cafeteria.

"So, Bruce, how'd your business meeting go?" GL asked as he perked his head up to look at the dark knight.

"Same as always," came the obligatory monotone response.

"Horribly dull, incredibly depressing?" Ben asked, almost shivering at the thought of sitting through a meeting with a bunch of people in suits who possess no sense of humor and even less personality.

"Sounds about right," Flash said, unable to hide his grin. Batman didn't respond, instead directing a powerful stare straight at the wielder of the Ultimatrix. The teen sighed, as he knew where this was going.

"I'm guessing Clark and J'onn already told you?" he asked. The narrowing of Batman's eyes was all the answer he needed.

"It appears that your eye has been healed," J'onn said. Ben smirked and held up the Ultimatrix. "Gotta love Swampfire," was his simple response. J'onn gave the faintest hint of a smile.

Superman spoke up then. "Maybe it'd be better if you jut showed Bruce," the boy scout suggested.

Ben only shrugged and stood up before activating the Ultimatrix and twisting the dial until he found a human-looking hologram. He promptly slammed his hand down on the dial.

"**KRYPTO-KNIGHT!**"

Once the green flash died down, Bruce, J'onn, and Clark laid their eyes on the Kryptonian transformation for the first time. Ben let out a relaxed sigh and stretched his arms over his head.

"What's with the beard?" Superman asked.

Ben shrugged. "Came with the transformation. Guess I'm stuck with it."

"Well, you should consider yourself lucky," Bruce said in one of his 'here-comes-a-lecture' voices. "If you had used that form's true strength you could have severely damaged the Watchtower, maybe even destroyed it. You should have waited until Clark was here to instruct you on how to fight with a Kryptonian's powers."

Ben frowned at that. "Give me a little credit, Bruce. I've been a hero for years, I know what I'm doing. And I've seen what Clark can do, so it's not like I was fighting blind!"

"Nevertheless, you shouldn't have just leaped in like that. What if you had seriously injured Diana? Or received something worse than a black eye?" Batman's words stayed at an even volume, but the cold tone in which it was spoken would have made Big Chill proud.

The wielder of the Ultimatrix was beginning to get angry. However, Bruce spoke up again, his words less stern than before. "But what's done is done. I don't want anything like this happening again, however. Am I clear?"

The teen-turned-Kryptonian wanted to protest, but decided that it would be pointless. He simply nodded.

"Good. Now, follow me," Batman said as he turned and began walking away.

XXXXXXXXXX

Sitting at the large table in the Justice League's meeting room made Ben almost feel puny. During his days as a hero, the only resources he really had came from either his grandfather or Kevin. While it had usually been advanced alien technology, the Watchtower felt beyond that. Like it represented more.

So, Ben had to remember that he had saved the universe quite a few times in order to keep himself calm, especially when the six League members scrutinized him carefully.

Clark was the first to break the ice.

"How would you like to join the Justice League?"

Well. _That _was unexpected.

"Uh, what?" Ben asked, blinking in confusion at Superman's blunt offer. The Man of Steel couldn't help but smile at Ben's stunned expression.

"He's asking if you wanna join us," Flash said, echoing Clark's offer. Batman took that moment to explain.

"You see, we're expanding the League, recruiting new members to help combat global threats. We want you with us."

Ben needed almost no time to answer. "Sure."

The others were surprised by this. "Don't you want to think about this?" Green Lantern asked.

"What's to think about? I'm in a completely different universe, no way to get back home, and this," Ben held up the Ultimatrix, "is pretty much all I have left. If I'm gonna start a new life here, I might as well stick with the people I know. You might even learn a few things from me," he added smugly.

"Like what? How to get your eye hammered by an amazon?" Flash retorted, only to receive a slap to the back of the head by Diana.

"Welcome to the League," Superman said rather loudly, cutting off any further arguments. Ben smiled as he felt a warm sense of satisfaction build up in his chest.

"By the way," Flash said, pulling his mask off his head to reveal his real face. "Name's Wally West."

"John Stewart," Green Lantern added, pointing his thumb at himself.

The wielder of the Ultimatrix smiled, happy that his new teammates trusted him with all of their identities. Clark, Diana, John, and Wally stood up and headed towards the door, Flash patting him on the back and Diana ruffling his hair before leaving through the door. Superman stood at the doorway and turned.

"We have to get everything ready. Bruce, wanna take it from here?" With that, the boy scout left, the door closing behind him.

Batman and J'onn rose from their seats, drawing Ben's attention to them. "Follow us," Bruce said as he and the martian headed toward another door.

"Didn't I just sit down?" Ben asked, raising an eyebrow.

Batman hit him with the 'don't argue with me' stare and exited the room. Ben sighed, though he still stood up and walked over to J'onn.

"His amount of patience is staggering," Ben muttered sarcastically as he and his green-skinned ally followed Batman.

"That doesn't sound like something you say every day," J'onn noted.

"Gwen used to say it about Kevin," the teen responded quietly. There were a few seconds of silence after that.

"It's hard to think about all that you've lost, isn't it?" the martian asked.

Ben nodded, knowing that J'onn had gone through a similar experience. Hell, he was the last of his kind after having his race wiped out by white alien creatures. Thinking about that had to be painful beyond imagining.

"A piece of advice: Remember the good times you had with your loved ones, and cherish them. The happy memories will always outweigh the sad."

The teen had to admit, J'onn was very wise. Maybe it was from his telepathy, or just his high intelligence. Either way, Ben was going to hang onto that advice.

After a few minutes, Ben and J'onn found Batman on one o the teleporter platforms, seemingly waiting for them.

"Go ahead. You won't be disappointed," the martian said, a mysterious smile on his face.

Ben raised an eyebrow, but decided to go along with it. He walked forward and stood on the platform closest to Bruce.

J'onn activated the teleporter, and both the dark knight and the wielder of the Ultimatrix disappeared in a flash of blue light.

XXXXXXXXXX

The young man known as Ben Tennyson had experienced many strange things in his life. An alien watch that gave him superpowers, an extraterrestrial biological grandmother, and the existence of parallel universes, to name a few.

But never had he imagined anything like this.

"I have my own condo," the boy said to himself in disbelief as he collapsed on his new king-sized bed, lying there spread-eagle in his usual black shirt and jeans.

It was a nice place (that goes without saying), with a main room that was quite large, containing some nice furniture (a large L-shaped couch that could probably hold eight people along with three comfortable chairs) and a 46x50 inch plasma screen TV that was hooked into the wall. Sitting just below it was both an Xbox 360 and a Playstation 3, along with two controllers for each. There weren't any games there, however. On the far side was a pair of large sliding glass doors to the outside patio.

Then there was the kitchen, which was to the left of the main room, which held a nice table that could seat six people, plus the standard oven/stove, refrigerator, freezer, sink, counter-top, and cabinets to hold all of the needed supplies.

To the right of the living room was a hallway that led to a computer room, library, rec room (which contained a pool table, a mini-bar, three stools, and a small TV that was suspended from the wall), a bathroom, a closet, and a workout room.

Then there was Ben's room; the condo had a second floor, which contained another, larger bedroom that came with its own bathroom and a balcony. All in all, a pretty sweet place.

And as if having his own bachelor pad wasn't enough...

The teen turned his head to the right to face the large sliding glass door to the balcony, where he got a good view of the land beyond the glass.

"And it's on the beach!" he said aloud, a large grin beginning to appear on his face. Ben allowed his head to thump back on his pillow, closing his eyes and allowing himself a moment of peace and quiet, something that was becoming a luxury nowadays.

"Bruce Wayne, you are a godsend," he muttered to himself as his grin widened.

XXXXXXXXXX

**A few minutes ago...**

"Welcome to Gateway City, Ben," Batman said as the teen's eyes re-adjusted. Once they did, Ben's eyes almost popped out of their sockets.

"Nice place," he said wistfully as he examined the house he was now standing in.

"Wayne Enterprises is a global industry, which I'm sure you're aware of," Bruce said, to which Ben simply nodded to answer his inquiry.

"Sometimes I have to travel to other cities, and I'll already have locations like this where I can stay when I'm away from Gotham. However, I don't usually use them, and all they do is collect dust."

"Right?" Ben said, wondering where Bats was going with this.

Then, for the second time since meeting him, Batman smiled.

"You remind me of myself, Ben. A large responsibility thrust onto you from a young age, and you handled it as best as you could. It's admirable. But it couldn't have been easy without a large amount of resources, could it?"

Ben shook his head. Without Kevin and his technological/criminal expertise, he would have been in big trouble during his teenage years.

"I have a proposition for you. In exchange for you living here, using this as a base of operations, and protecting the city, I wish to take samples of and analyze some of your aliens."

Ben cocked his head in confusion. "What are you thinking?" Ben asked, wondering what was going through the dark knight's mind.

"With your alien abilities, we can make great scientific advances. With Swampfire's regeneration, we can heal grievous wounds and cure numerous diseases. Chromastone can make solar power more effective, Spidermonkey's webbing can be used to make bulletproof armor, Ampfibian can show us how to generate cheap, biological electricity. The possibilities are endless."

Ben blinked. No one had ever thought to use his aliens like that before. It was brilliant, actually.

"Have you been thinking about this since I first showed you my aliens?" he asked.

Batman's lack of a response told him everything.

_Sure is smart for a rich boy_, Ben admitted to himself.

"So, look around, enjoy the sights. In two days, the League is 'initiating' all of the other new recruits," Bruce explained.

"Sounds good," the teen said, feeling excited.

"And before I go," Bruce said, reaching into his pocket and tossing something at Ben. The boy's reflexes kicked in, catching the item with his right hand. Unwrapping his fingers, Ben's jaw dropped. In his hand was a roll of money, maybe around five-hundred dollars.

"You're gonna need a few things. More clothes, a bathing suit, and maybe some kind of entertainment. Not to mention food," Batman explained, finding Ben's thunderstruck look rather humorous.

"Jeez, Bruce. It's like you're trying to spoil me," Ben said after managing to find his voice. "But I plan on getting a job, you know. I'm not gonna be a burden."

Batman nodded at that, accepting that the boy was at least mature enough to work.

"So, we have a deal?"

"Yeah, we have a deal."

XXXXXXXXXX

So, Ben had moved into the beach-side condo, and, after he had toured the place, had found his clothes and a key to the condo on the table next to his bed.

"Well, I'd better make a list of supplies. No good having a bachelor pad if I starve to death," he muttered to himself.

Ben hopped out of his bed and headed for the computer room, which had a printer already loaded with paper. After grabbing a sheet of paper and a pen, he headed for the living room and sat down on the couch, turning on the TV with the remote.

He had barely managed to write down 'milk' on his supply list when a voice on his TV blared out "...there hasn't been any news yet, but the hostages appear to be unharmed."

The teen shot upwards immediately, all thoughts of supplies forgotten.

"It's hero time," Ben said as he activated the Ultimatrix and ran toward the sliding glass door to the beach. He opened the door and ran out onto the patio before shutting the door behind him.

He found Jetray and slammed down on the dial.

"**XLR8!**"

Ben stopped mid-step before looking down at his now-clawed hands. His face lit up in a grin.

"Oh, this day just gets better and better," the hero said in a scratchy voice as he zoomed away.

XXXXXXXXXX

**This chapter was originally going to be longer, but I decided to split it into two halves. And while I was planning to put XLR8 in much later, I decided putting him in early would help me out in the long run.**

**Also, big character intro next chapter! Can you guess who it will be?**

**As a side note, quite a few reviewers are wondering why the Ultimatrix hasn't scanned J'onn yet. Let me ask you a question of my own: Do you honestly think I haven't already thought of that? You'll learn why soon enough.**

**The idea for using Spidermonkey's webbing as a bulletproof substance came from the Syfy movie 'Ice Spiders'.**

**Anyway, reviews appreciated.**


	12. Who's Your Hero?

****************************

Disclaimer: You wanna know how I got these scars? My father... was... a lawyer. And a _fiend_. One night, he walks in on me writing a fanfic. I claimed to own the rights to Justice League and Ben 10. Oh, he didn't like that. _Not_. _One_. _Bit_. So he comes at me with the lawsuit, laughing while he does it, and says, "Why so litigious?"

Finally, an update! HALLE-FREAKIN-LUJAH!

Anyway, I've been planning ahead, and I want your opinions on a future idea. I was thinking of putting Superboy and/or Power Girl in this story. If I put Power Girl, it will NOT be Galatea, so keep that in mind. If you have any other ideas for characters I could use, tell me in a review. And yes, I've considered putting Young Jusice and/or Teen Titans in here. Still debating about that, though.

One last thing: There will be moments of foul language in this story, in case you haven't seen it yet. I'm not talking 'Tarantino' bad, but you can expect a few of the common words. After all, the main characters are practically in college!

XXXXXXXXXX

**Chapter 12: Who's Your Hero?**

Inside "Jack's Smoothie Bar" in Gateway City, a pretty girl with blond hair and sky blue eyes sighed as she ignored her vibrating phone that was sitting on the table. She could feel her headache building up, and it wasn't from the strawberry smoothie she was currently drinking.

"He still won't leave you alone, huh?"

The blond girl looked over at her best friend, Cissie King-Jones, who had a sympathetic look on her face.

"No," Cassie Sandsmark replied as she rubbed her temples. "He just can't take the hint."

Cassie had broken up with her previous boyfriend, Zachary Matthews, a week ago, but the high-school football player apparently couldn't understand the concept of break-ups. He had been texting and calling her repeatedly for hours on end every day since they split.

"You'd think Stephanie Brooks would be all over him, the tramp," Cissie added with a hint of bitterness. Stephanie Brooks was the Captain of the cheerleaders, and a total, well, bitch.

"She probably has. But you know how oblivious Zach can be," Cassie responded, sipping more of her smoothie and attempting to block out any memory of Zachary Matthews. After she finished her sip and looked at her friend once more, she saw Cissie's eyes widen as they turned to the door, and a small smile broke out on her face.

"Serious cutie at twelve o' clock," the fun-loving girl told her friend. Cassie raised an eyebrow and turned to see what Cissie was talking about. Her eyes widened at the sight. A boy around her age, with brown hair and a jacket that matched the emerald of his eyes had just walked through the door. And boy was he a looker.

Cassie turned, only to Cissie break into a giant grin. "No," came the preemptive answer.

"Oh, come on, Cassie," Cissie insisted gleefully. "He's cute, you're _gorgeous_, and you need a new boyfriend. All the pieces fit."

"How do you know he isn't already taken?" Cassie shot back.

"Because he's here all by himself."

Cassie had no response to that. It _was _a valid point, in high-schooler logic. She was almost out of high school, however, and preparing to go to college.

"Now, Cassie Sandsmark, as your best friend and chief advisor, I order you to go over there and-" Cissie began, her face lighting up in that all-too-familiar grin, before her look of mischievious glee became a look of surprise, then horror.

"He's here."

Cassie didn't need to ask who her friend was talking about. Turning around, she saw the tall form and sandy-blond hair of Zachary Matthews, followed by his usual goonies Scott Hatchel and Jason Gray. Zach brushed right past the cutie in the green jacket and made a beeline straight for her, having spotted her instantaneously. Cassie groaned inwardly, hoping against hope that Zach didn't make a scene.

Her prayers went unanswered.

"I've been trying to get a hold of you, Cassie," he snapped rather loudly as he reached her table, crossing her arms over his chest with Jason and Scott on either side of him.

"Maybe you don't get it Zach. We. Are. _Through_," Cassie snarled in that angerous way she had. Unfortunately, Zach still didn't get the picture, and continued his tirade, attracting the attention of the entire smoothie bar.

"Why are we through? You made that decision, not me."

"Yeah, and _I _made it 'cause _you're _a total jackass, hence the break-up. Now hit the road."

"Cass, I'm not leaving until you talk to me," Zach insisted angrily.

"Then _I'll _leave instead," came the stubborn response as the blond stood up and walked toward the door, Cissie right behind her, who flipped Zach a rude hand gesture as she passed by him.

Cassie attempted to hide her face as she walked by the cute boy in the green jacket. As she and Cissie walked out the door, all eyes on them, they didn't see Zach follow them.

However, the boy in the green jacket did.

XXXXXXXXXX

Ben Tennyson had spent the last twenty-four hours fighting crime, setting up his new home (on the beach baby!), and exploring his new base of operations (as Flash had called it), Gateway City.

He had already found the standard places, namely restaurants, clothes stores, a movie theater, an arcade, schools, and banks (the final one in case of robberies). Ben had to admit, it was a nice city. He could tell that things would get interesting there.

His thoughts had drifted off to Julie, Gwen, and Kevin, wondering what it would have been like if they were still there...

Ben had found himself thinking more and more about them, from simple thoughts like how all four of them could have enjoyed the beach, to a few borderline-crazy thoughts, like if Alien X could restore them and his family to life. He knew he had to move on, but how does one move on after seeing everyone they know and love die right in front of them. Ben also felt extremely tired, as he had experienced another nightmare his first time sleeping in the new condo. What a horrible way to break in a new home.

The teen had been pulled out of his depressed inner debate when he recalled J'onn's advice. '_Remember the good times you had with your loved ones, and cherish them. The happy memories will always outweigh the sad._'

Deciding that if J'onn and Clark could get past their entire species being wiped out (after years of healing, of course), Ben could try to make a new life in this universe. And he already had new friends, each with superpowers of their own. They would be able to take care of themselves, at least.

Turning a corner, Ben saw a small crowd gathering around a nearby pawn shop window, every person there staring with wide-eyed awe. Ben looked to see what they were looking at, and smiled with pride at what he saw.

There was a pretty reporter whose name Ben forgot, who was speaking into the microphone while a black and blue blur behind her blasted back and forth, carrying people out of the bank that had been taken hostage the previous day, which Ben had foiled as XLR8.

The blur finally stopped after dropping off the last of the criminals (there had been six of them, to be exact), revealing the velociraptor-looking figure standing over the unconscious goons. The woman immediately rushed forward, shoving her microphone toward the dinosaur-creature. Looking back, Ben wondered why she would get so close to a creature that was that dangerous? Was it bravery or stupidity? Either way, the woman attempted to give an armored alien a quick interview.

"Excuse me, who are you, and what are your intentions?" she asked in an excited voice. Ben smirked to himself as he already knew the answer.

"Who am I?" XLR8 asked as his metal panel flew up, revealing his face. "I'm XLR8, spelled X-L-R-8, and this is a message to all criminals out there: Mess with my city, you mess with me." With this last statement, the dinosaur put his face right in front of the camera and allowed his face-panel to close once more, zooming to stand on top of a nearby police car.

The dinosaur raised his clawed hands into the air and yelled "Who's your hero?" before kicking himself off of the car and leaving in a blur. The woman turned back to the camera, smiling.

"You heard it here first, Gateway City. It appears that we have a protector watching over us now. Whether or not he is here to stay is to be seen."

Ben felt a sense of joy at not being prejudiced against by reporters in this universe. Things seemed to be looking up, one thing at a time.

Deciding that he'd walk around a little more before heading home, Ben turned another block before feeling his jaw drop. In front of him was a small building, colored white with hints of light blue, with the sign "Jack's Smoothie Bar" hanging over the door.

Patting himself on the back for grabbing a few bucks before leaving the condo, Ben entered the smoothie bar, holding back his joy and thanking Bruce Wayne for the umpteenth time as he stood in line. Out of the corner of his eye, Ben saw a beautiful girl with shoulder-length blond hair sitting in a nearby booth, and the eighteen-year-old put every ounce of strength into not staring at the extremely attractive female sitting on the other side of the bar.

Then came the three angry football players, the loud exchange of words, and the fight.

XXXXXXXXXX

Cassie headed for Cissie's car, her friend close behind her, both of them resisting the urge to slap Zach in his damn face. The urge flared up even more when Cassie felt a tug on her arm, turning to find Zach grabbing her and holding her still while Scott and Jason held Cissie still.

"I tried to be nice, and you walked away. So listen here, _bitch_. We are _not _through. You are going to climb into my truck, or else-"

"Or else what?" Cassie roared as she pulled her arm out of Zach's grasp and shoved him hard in the chest, knocking him backwards. "You'll beat me again, just like you did before?"

It was true. Cassie broke up with Zach because he struck her, blacking her eye. Knowing that no boyfriend was worth physical abuse, she had proceeded to dump him, leading up to this moment. "Well then _come on_! Do it! Right here in front of everyone!"

The angry ex-boyfriend too the bait and cocked his fist back. In the windows of the smoothie bar, people watched, some pulling out their phones, either calling 911 or recording this for Youtube.

Zach threw the punch, Cassie closing her eyes and steeling herself for the blow.

It never came.

The blond seventeen-year-old cracked open one eye to see what happened. Then both of her eyes widened in shock.

The boy in the green jacket, the 'serious cutie', as Cissie had described him, had grabbed Zach's thrown right fist in his left hand, his back facing Zach. His green eyes, which Cassie found amazingly attractive, were loaded with fury. How'd he even get over there so fast?

"What the hell is wrong with you?" the boy asked in a deadly tone as he whirled around and planted his left foot in Zach's stomach, knocking him on his back.

"Get him!" the football captain barked at his cronies, who immediately released Cissie and charged forward.

The brown-haired boy ducked under their punches (as both of them had thrown their fists forward at the same time, the idiots) and threw his elbow into Jason's back while planting the back of his fist into Scott's cheek, stunning them both.

Zach jumped back up and lunged toward the boy, who threw a roundhouse kick to Zach's left cheek, knocking him on his side and scraping the side of his arm on the sidewalk.

Cassie watched all of this in stunned silence, staring as this green-eyed boy continued to kick the crap out of Zach and his two lackies. After about five minutes of a one-sided fight (they didn't even manage to get dirt on the mystery boy's _jacket_, let alone touch him), the fight stopped when Zach finally realized he couldn't win, retreating with Scott and Jason to his truck, which they immediately clambered into before the football captain gunned the engine and left the smoothie bar.

Inside the building, the customers, and even the _owner_, began clapping and cheering for this, for lack of a better term, hero.

Cassie, meanwhile, was still staring in shock, believing that her eyes were deceiving her. Did she just see the three biggest players on the football team get their asses kicked by one guy?

Cissie was in the same state, though she recovered faster and looked right into Cassie's eyes. _Thank him, for God's sake!_ Cissie mouthed to her best friend, pointing at the brown-haired boy, whose full attention was directly on Cassie, his eyes now filled with concern. He approached her, stopping a few feet away.

"Are you alright?" he asked.

The blond girl felt her senses come back, followed by her manners. "Uh, yeah." Then she lost control of her body, flinging herself forward and wrapping her arms around the stunned boy's neck. "Thank you so much!" she said into his ear, squeezing tightly. She felt herself blushing once she noticed how hard his body felt against hers, just as the boy blushed when he felt her soft body against his.

Cassie released him and took a step back, attempting to regain her ability to speak. However, neither one seemed able to do it, so Cissie stepped in, bounding forward in that peppy way she had.

"Hi! I'm Cissie King-Jones, and this is my best friend, Cassie Sandsmark!" she said joyfully as she wrapped her arm around Cassie's shoulder, providing cover for her friend.

"I'm Ben Tennyson," the boy responded, outstretching his hand. Cassie and Cissie shook it without hesitation. It took a few seconds for the three to realize that they were still being watched by the patrons of the smoothie bar.

Cissie rolled her eyes and nudged Cassie in the shoulder. If there was one thing Cissie knew about her friend, it's that she was very direct. All she needed was a little push.

After Cissie slipped a marker into her hand, Cassie grabbed Ben's right wrist and lifted it up, pulling back the sleeve of the jacket and pausing once she saw the strange watch-device strapped to his wrist.

"It's a watch my grandpa built for me. He was always into high-tech stuff," Ben said, responding to the girls' confused looks.

"Where's the time?" Cissie asked.

"It broke three days ago. I'm just wearing it out of sentimentality now," Ben admitted.

Cassie understood that. Her father died before she was born, and she kept a special necklace that was left behind by him, wearing it only on special occasions.

"I'm sorry," both girls said at the same time.

"He had a good life. Couldn't cook worth crap, though," Ben said, shrugging. The girls grinned at that. Going back to her original plan, Cassie grabbed Ben's lift wrist and wrote down her number.

"Call me when you want to get together," Cassie said. Then, before she could stop herself, she leaned forward and kissed him on the cheek, blushing furiously when she leaned back. Wolf-whistles emanated from the smoothie bar.

"Catch you later, Ben," Cissie said, winking at the boy as she dragged her friend back to her car. Ben stood there wide-eyed as he lifted his hand to his cheek, unbelieving.

_How do things keep looking up like this? _he thought to himself as he saw the two blond girls leave in their car. Deciding that he'd come back to the smoothie bar on a later date, Ben headed for home.

He was halfway there before he slapped his forehead, remembering that he didn't have a cell phone in this universe.

XXXXXXXXXX

On a rooftop near the smoothie bar, three figures watched as Ben walked away, each feeling a different emotion within them. One felt pride, another felt satisfaction, and the third felt thoughtful.

"Everything's going according to plan," the first figure, a man, said, turning to the two others.

"Standing up for a girl in need. That's a good boy right there," the second, a woman, added.

The third, another man, remained silent.

"Surely you see the boy's potential," the first man stated flatly, raising an eyebrow.

"I never doubted his potential. It's his psyche that concerns me," the other man said.

The woman frowned. "Are you saying he can't take it?" she asked sharply.

"The boy is strong in both body and mind. But even the strongest have their breaking points," the second man responded, turning to look at the first man. "You told me he had the potential to be our greatest hero or our deadliest enemy. Which is it?"

"Ah, but that's just it. It's not up to me, it's up to Ben. He's gotten through many dangerous situations, though I must agree that losing his entire family has severely changed him. Only three things can pull him out of this dark time in his life, and two of those things are... unavailable at the moment."

"And I suppose you're not going to tell us what any one of these things are," the woman said, annoyed.

"Of course not," the man said cheerfully. "No spoilers after all."

The quiet man spoke up once more. "If you're not going to tell me anymore, then take me back. It's almost time."

The first man nodded. "Very well. But honestly, Bruce, Verdona, are you sure you don't want a gumball?"

XXXXXXXXXX

**I'm back, baby, and this cliffhanger is living proof! And I know someone's gonna complain how Cassie and Ben got together at first sight, but do you honestly expect it to be that easy? A shapechifting hero with serious issues getting with a girl and no problems whatsoever? No way. Challenges ahead, people.**

**So, I recently put up a poll on what classic alien to bring back in chapter 13. Which led to the creation of another poll. These are the results of the original:  
Heatblast - 8  
Upgrade - 8  
Wildmutt - 3  
Fourarms - 3  
Halloween aliens (Ghostfreak, Benwolf, Benmummy, Benviktor) - 9**

**Now you guys choose which Halloween alien to bring back. **

**(Note: I will change the name if it's one of the last three, Ben-something is a poor way to keep a secret identity, right?)**

**So, I'll get to work on 13, and you guys keep reviewing. I'm almost at 200, help a writer out!**


	13. Initiation Part I

****

Disclaimer: I do not own Justice League or- DOUBLE RAINBOW! WHAT DOES IT MEAN?

Well, I'm in a good writing mood, so I decided to get this up a little earlier than usual. This chapter begins the JLU episodes, which will receive plenty of twists here and there, including ones you would NEVER see coming...

XXXXXXXXXX

**Chapter 13: Initiation Part I**

Ben couldn't help but allow a small smile onto his face as he looked down at all the heroes assembled in the Watchtower. The big day had arrived. The League had opened its doors to most, if not all, of the world's superheroes. They were currently busy socializing in the large, open section that held the teleporters, while Ben himself was standing on one of the platforms high above the others. He saw all kinds of strange heroes (though he honestly wasn't one to judge), including a giant man wearing a full face-covering mask, a man with all kinds of colors on his arms, legs, and head, a red robot with a 'T' on its chest, a cowboy, and the two heroines, Fire and Ice, from the whole bank robbery incident.

Naturally, the eighteen-year-old couldn't show his true self to all of these unknown heroes, so he was currently in his Krypto-Knight form, deciding that choosing the most human transformation would be the wisest choice in this situation. However, he hadn't anticipated his Kryptonian form's enhanced hearing, so he had wound up overhearing a few things here and there before gaining control of his super-ears. He hadn't heard anything private, but the sudden rush of noise had caused him to jump in surprise at first.

"What makes you so happy?" came a voice from the side. Ben turned to see Flash standing there with that infamous smirk on his face, the one that meant something comically bad was about to happen to someone.

"It's just a little hard to believe. Back home, there was Gwen, Kevin, the Plumbers, and me. Not that many superheroes overall. Now I'm looking down and seeing dozens of them in one place," Ben explained.

"I hear that," the speedster replied, walking over to look down at the many heroes down below. "The weirdest part is that you've got more experience than most of them, and you're probably the youngest here."

"Another fun fact to add to my collection," Ben replied sardonically. Flash kept grinning.

Looking over, the two saw another flash from the teleporter, revealing two figures standing there alongside Diana. They looked like high school students, one being African-American with a jacket and goggles, while the other was white with a face visor and a green outfit.

"Whoops. Scratch that last fun fact," Flash said, clapping the Kryptonian on the back. "That's Static and Gear. They're still sixteen, so they got you beat."

"Didn't know the League was taking in teenagers," Krypto-Knight muttered.

"Technically, we're not. But they've helped us before, so they're potential recruits right now. Couple more years of practice, they'll do great," Flash responded.

The transformed eighteen-year-old looked around, noticing that someone was missing.

"Where's John?" Krypto-Knight whispered to the speedster.

"Trying to bring in one of our more stubborn heroes," Flash told him. Then his eyes widened as he remembered something.

"By the way, did you know you're an Internet celebrity now?"

Ben's head whipped around so fast that his neck cricked. "What?"

Wally grinned again. "Once this is all over, go home and look up 'Smoothie Bar Beatdown' on Youtube. You look good on camera."

Before the wielder of the Ultimatrix could respond, his speedy friend zoomed away, leaving him standing alone on the platform once again. At least he knew why Flash had put on his happy-go-lucky mischief smile earlier.

_Internet celebrity? Great, just freakin' great,_he thought, facepalming himself. _Way to be subtle, Tennyson._

Before he could criticize himself any further, Ben spotted someone he hadn't seen in a while. A blond girl wearing a white shirt Superman's shield on her chest, with a blue miniskirt and red boots, who appeared to be looking around for someone.

The teen smirked as he floated into the air with Krypto-Knight's flying abilities, landing right behind his friend from Kansas.

"That's a good look for you," he said, causing Kara to jump and whip around. She raised an eyebrow in confusion when she saw Ben's face, but her eyes widened once she saw the Ultimatrix symbol on his chest.

"Ben?" she asked quietly, so as to keep his identity secret.

"The one and only," he responded, grinning.

"What is this?" Kara asked as she looked up and down his alien body.

"Well, long story short, the Ultimatrix scanned your cousin, so..." Ben trailed off, spreading his arms in the classic 'ta-da' motion.

"So right now, you're a Kryptonian?"

"Bingo."

Kara's jaw dropped.

"Believe me, I was as surprised as you are. But, at least now I can beat you in arm-wrestling."

The blond in front of him snapped out of her reverie before smirking.

"Wanna bet?"

"Yep," Ben challenged, grinning.

Before Kara could retort, Clark's voice rose up above the rest, drawing everyone's attention to the Man of Steel, who was standing on a platform with a holographic globe floating behind him. What purpose it served, Ben didn't know (was that even there while he had been staying at the Watchtower?), but it looked symbolic. Had to give the Boy Scout points for dramatic effect.

The heroes all assembled in front of the platform, with Kara throwing him a quick smile while working into the crowd. Ben himself stayed at the back, folding his arms over his chest as he waited for Superman to speak. Out of the corner of his eye, Krypto-Knight spotted what looked like a green version of Robin Hood, who was also at the back of the large group of heroes. Judging by the scowl on his face, Ben automatically deduced that this was the 'stubborn recruit' Flash had mentioned. The teen then looked back toward the front, and to his surprise, he saw Clark's eyes directly on him. Krypto-Knight nodded toward the Man of Steel, silently telling him that he was ready for duty.

Superman then spoke, loud enough for all to hear.

"Each of you brings something different to the table," he began. "Strength, speed, stealth, whatever."

Ben smirked to himself. _I can do all three of those_, he thought jokingly.

"But we're all equal in at least one way: Each of us is willing to make the sacrifices a hero needs to make. Even the ultimate one."

Krypto-Knight visibly twitched as he heard this. _I've already paid that price_, he somberly thought, all joking gone from his mind. He knew at least seven people assembled in this room that were no doubt thinking about what he himself had lost during his responsibilities as a hero.

"Since there are so many of us, we have a chance to do more than just put out fires, both literal and figurative. We can be proactive. We can do some real good in the world. But, we're gonna have to be _organized_."

The Man of Steel pointed his index finger up toward the platform Ben had been standing on earlier, where a familiar green-skinned figure stood.

"J'onn will be up here, keeping an eye on everything and deciding who goes where and when. I know a lot of you are used to making those decisions for yourself, but from now on, we have to be more coordinated. We can't be cowboys anymore." Then the Boy Scout blinked before smiling sheepishly. "Or cow_girls_."

A few laughs here and there, including Ben. The teen then paused as his enhanced hearing kicked up again, catching a conversation nearby.

"-don't belong up here, fighting monsters and aliens and supervillains. I just help the little guy."

Krypto-Knight turned his head towards he voice, and spotted Batman talking to the green Robin Hood guy. Apparently they forgot to invite Little John to the get-together.

"In a club like this, you tend to forget all about him," the archer snapped.

Ben raised an eyebrow, feeling a strong urge to protest, but decided to leave it to Batman. If there was anyone who could make a person reconsider their thoughts, it was the dark knight himself.

After hearing the green-themed hero reject the League's offer, Krypto-Knight heard Bruce say "Those monsters you don't fight? They tend to step on little guys."

_Score one for the billionaire_, Ben thought, holding back a smirk of victory.

Soon after Clark finished his speech, the wielder of the Ultimatrix decided to chat it up with a few heroes. If he was going to be working with these other people, he'd need to know who to watch out for.

The giant guy, Atom Smasher, didn't seem the friendly sort, but Ben was glad to have him on the League's side. He talked a little with Static and Gear, the teenage heroes, and automatically liked them. They reminded Ben a little of himself at that age, though it wasn't truly that long ago. He even met up with Fire and Ice again, both of them thanking him profusely for helping them get into the League, though he insisted that their own hard work got them this far.

Ben began speaking to Kara once again, while Green Lantern spoke with J'onn.

The two League founders were discussing a strange nuclear energy moving in a straight line through a small Asian country.

"Take Captain Atom. he might be able to absorb some of the radiation," J'onn suggested, indicating a man who appeared to be wearing a silver radiation suit.

"Okay, but I could use some muscle for crowd control," GL explained.

"Take Supergirl."

John fixed his martian friend with a stare.

"She has to start sometime," J'onn said.

GL sighed and rubbed his temples. "Fine, but I'm taking Ben too. He could be of help, plus it'll be good for him."

The Martian Manhunter nodded in agreement. "Use a Javelin. The radiation is scrambling the teleporters."

John waved a hand in confirmation and cleared his throat.

"Captain Atom! Kara! Krypto-Knight!"

All three heroes looked up to the source of the voice. John waved them up.

"'Bout time," Kara said, smirking. She flew up towards GL, Ben right behind her, and a third man in a silver suit joined them.

"We've got a mission. Follow me," John stated firmly as he turned and began walking away, the trio right behind him.

"Krypto-Knight?" Kara whispered, a smirk appearing on her face. Ben grinned sheepishly. "What? It's a cool name." The Supergirl didn't object, nor did she have the chance to, since Green Lantern began briefing them on their mission to a foreign country.

Once they reached the Javelin bay, the scowling archer from earlier ran up to the group, speaking to GL. "You're not gonna leave me up here on Mount Olympus!" he protested. Ben bit back a snort at the nickname for the Watchtower.

"Go back the way you came," was the former Marine's simple reply.

"No way! No one's playing pinball with my molecules again!"

John sighed. 'Fine, we'll drop you off _after _we're done. Happy?"

The archer simply nodded. Not like he had any other choice.

With a Javelin already waiting for them, thanks to the new crew for the Watchtower, the group wasted no time in climbing aboard, with Green Lantern and Captain Atom taking the pilot seats.

"You're gonna let me drive, right?" Kara asked hopefully. Ben and the archer shared a look, both trying to keep their laughs buried.

"Whoa, hold on a minute! Is she certified to fly a Javelin? Or _anything_, for that matter?" Captain Atom asked.

Supergirl frowned at the silver man as she took her seat behind John. "Why don't you take the stick out, Corporal?"

Krypto-Knight burst out laughing, the man with the bow and arrows doing the same.

"That's _Captain_," came the snappish reply.

Kara stuck her tongue out at him.

Ben was about to laugh again when he remembered something. The Ultimatrix had kept him transformed for a while now, meaning he was bound to revert back to his human form soon, and he didn't trust the two relatively unknown heroes with his identity just yet.

"Hey GL, I'm gonna head into the back," the Kryptonian transformation said, jerking his thumb toward said direction. John and Kara both threw him confused looks, and Ben responded by pointing at the symbol on his chest. John nodded in understanding and waved him off, while Kara gave a sympathetic look before turning back to the front. As the teen turned to the back of the ship, he looked over toward the man with the bow.

"By the way, I never caught your name," Ben said.

"Name's Green Arrow," came the simple reply.

Krypto-Knight nodded and left the cockpit, slapping the Ultimatrix once he was far enough away from the door. Human eighteen-year-old Ben Tennyson sighed in relief and took a seat in the med-bay of the Javelin.

"Welcome to the League, Tennyson," he muttered to himself, smiling the whole time.

XXXXXXXXXX

After about twenty minutes or so, the Javelin landed with a small thud on the ground. Ben stood up from his seated position and activated the Ultimatrix. Twenty minutes didn't give the device a full recharge, but it was better than nothing. The teen slammed his hand down on Krypto-Knight's hologram.

"**BENWOLF!**"

Ben blinked in surprise as he looked down at himself. Claws, fur, paws. Most definitely _not _Krypto-Knight.

"Oh, man, this is the worst time ever to unlock an old alien!" the werewolf-like transformation groaned. "Ah, well, this'll be great for pranks," Ben muttered, attempting to look on the bright side of things. It didn't really work.

Shrugging to himself, he stepped outside the med-bay and saw the four other heroes walking down the ramp toward solid ground. Hoping the two new guys wouldn't do anything rash, like attack him, Benwolf exited the Javelin, his padded foot not even making a sound on the metal. While Kara, John, and the Captain were standing a few feet away, Green Arrow was standing at the edge of the ramp, arms folded across his chest. When Ben stopped next to him, the emerald archer jumped in surprise.

"Uh, why is there a werewold standing in front of me?" Green Arrow asked loudly, attracting the attention of the other three heroes.

"Good question," John responded, raising an eyebrow in Ben's direction, both he and Supergirl looking confused.

"The stupid watch decided to give me a new form at the worst possible time," Benwolf explained, sounding annoyed. However, he was busy staring at Captain Atom, who remained totally emotionless, even while looking at an alien werewolf. _Is he a robot or something? _Ben thought to himself. The teen's inner monologue were interrupted once he finally saw the view behind the others.

"Let me guess: Nuclear problems?" he asked as he walked forward, looking at the scorched terrain in shock. Green Lantern had forgotten to mention that little detail.

"As far as we know," John replied, glancing around. "We'll start off doing recon. If you see anything, do _not _engage. Are we clear?" the former Marine ordered, looking directly at Kara, as if he expected her to run out firing her heat vision spontaneously.

"Roger that," the Captain said, standing up straight and saluting. The others stared at him.

"Uh, you can just say 'okay'," John suggested.

The silver man shrugged and said "Okay," before walking away. Ben leaned over to whisper in Kara's ear. "I don't think the stick's removable."

The blond powerhouse clapped her left hand hand over her mouth to keep from laughing, while using her right to give Benwolf a high-five. Behind them Green Arrow began drinking from a water bottle that he had snatched from the ship, while the others began to fan out to search the area.

Suddenly, Benwolf's ear twitched as his heightened hearing picked up something. It sounded like footsteps.

Followed by the unmistakable sound of guns being loaded.

"HEADS UP!" the alien roared to his comrades.

It all happened so fast.

One of the soldiers fired an RPG directly at the heroes, who were saved in the nick of time by Green Lantern's power ring emitting a large shield to protect them. Machine guns fired and more RPGs soared towards them, all being deflected by the energy shield.

"What a great welcoming committee," Benwolf growled sarcastically as he watched numerous bullets fly in his direction.

"This is nuts! They have no reason to attack us!" John said, confused by the sudden hostility.

"Want me to give 'em one?" Supergirl asked, cracking her knuckles as another rocket exploded near her position.

"Don't even think about it, Kara! We're here to help these people!" GL barked at her. From behind them, Green Arrow suddenly appeared, bow out and ready for action.

"So we're supposed to help them by standing here and waiting for them to waste their ammo?" the archer snapped.

GL knew he had a point and turned toward the werewolf. "Can you use Lodestar to help us out?"

Ben shook his furry head. "Not enough juice to transform again, but I do have an idea. When I say so, open a hole in the shield."

The Lantern nodded in understanding and readied himself. A few more bullets, another RPG...

"NOW!" the wolf roared.

John opened a small hole in the protective force field, which Benwolf shoved his head through. His mouth then split four ways, revealing a gaping green maw.

The creature then let out a powerful roar from its split mouth, which resonated as large green sound waves that blasted toward the soldiers, tearing up the terrain in the process and sending them flying.

Before their enemies could recover, GL grabbed all the weapons with his power ring and pulled them towards himself, dropping them where the soldiers couldn't reach them.

The sound of a helicopter filled the air, and the now-panting Benwolf managed to smile a little. "Let's hope these guys have better manners."

As it turns out, they didn't. A man introducing himself as General Kwan apologized for his subordinates' unprecedented attack on the League members. Ben could already tell this guy was more of a politician than a soldier, and distrusted him immediately.

The General then asked why the heroes were there, and that's when Benwolf's nose picked up the familiar scent of a cover-up. The fact that he called the scorched earth behind them a 'minor problem' made the transformed teen wanna hit him. With his large claws. Kara even barked out a protest at the General's turning down of their help.

The General gave them a stiff good-bye and walked away, leaving five disgruntled heroes standing there.

"Pardon my French, but did anyone else's BS meter just go off?" Benwolf asked bluntly.

"Oh, yeah."

"Yep."

"Definitely."

"Affirmative."

XXXXXXXXXX

**I know someone's gonna start complaining how I split this chapter into two parts, but I wasn't sure how long it would take me to do the whole episode in one chapter, and you guys might have waited a long time for an update. Nevertheless, I'm working hard on chapter 14. Expect it soon. It's gonna be action-packed, I can tell you that much.**

**On a side note, I'm thinking of putting Power Girl and/or Superboy in this fic soon. Tell me your thoughts on that idea (and Power Girl will NOT be Galatea, so don't ask). **

**Anyway, the final poll was:  
Benwolf: 32  
Benmummy: 31  
Benvicktor: 21  
Ghostfreak: 18**

**It was a close run. Benmummy had been in the lead before Benwolf beat him by a nose. And I decided to keep the name Benwolf, since it's what Ben called himself in the episode where he first got the form.**

**Review button. Down there. You wanna touch it, don't you...**


	14. Initiation Part II

**Disclaimer: Own Justice League and Ben 10, I do not. Very sad, I am.**

**So, after another friggin four month hiatus, I return. If Man of Action don't start putting up new Ben 10 episodes, I'm gonna lose it. Anyway, your reviews have been very encouraging. It shows me how much you guys like this story, and that always makes a writer feel good inside. Anyway, time to wrap up this chapter.**

XXXXXXXXXX

**Chapter 14: Initiation Part II**

"I'm telling you J'onn, it took all the restraint I had to to introduce the man's face to my ring," Green Lantern reported, his temper still at its limit, even though the argument with the General had been hours ago.

Soon after the military departed, the heroes had searched the area for any kind of clue to what had happened to the now-decimated landscape. Unfortunately, Ben had been forced to stay in the Javelin at first due to the Ultimatrix's low charge, his need to keep his identity secret still very crucial. He wasn't thrilled about being left out, but relented nonetheless. After an hour of recharging, he had been allowed to help, putting his aliens to good use in the searching process, a process that had revealed the nature of Ben's transformations to Captain Atom and Green Arrow. Now, after several hours of scanning, sweeping, and even digging, they were still no closer to finding a solution to the unknown problem.

Now John Stewart was delivering a status report to his martian friend back up in orbit.

"You did the right thing," J'onn reassured through the screen. "But the problem is most definitely _not _under control. It's getting worse."

"Of course it is," a voice said from behind GL. Turning, the marine laid his eyes on the familiar form of Diamondhead, who calmly walked forward. "They're trying to hush it all up, even if their own people are hurt in the process. Saw it lots of times back home. By the way, Arrow is fuming back there." The jade alien jerked his thumb over his shoulder to emphasize his point.

"I'm not surprised. The guy never shuts up," GL muttered, rubbing his temples.

"He seems alright to me. Reminds me of Kevin, except more left-wing," Ben responded, shrugging his large rock-like shoulders.

"If that's the kind of guy you put up with for three years, you have more patience than I thought you did," John said, making Diamondhead smirk.

"I'm full of surprises," he responded, but his face became serious once more. "We should probably go back and see what more we can do. Screw the General and the stick up his-"

"No!" J'onn barked from the screen. "We can't just do whatever we want. We have to respect the government's wishes, regardless of what we think of their policies."

"And this is why I hate politics," Ben grumbled.

"Guys!" Kara's voice called out from behind them. Turning, Ben and John saw Supergirl and Captain Atom standing in the doorway to the cockpit. "Green Arrow's gone!" Kara reported worriedly.

"And he took the Geiger counter with him," the Captain added. John's eyes narrowed dangerously.

Diamondhead facepalmed. "Aw, man."

XXXXXXXXXX

The archer in question sat crouched behind a cluster of bushes as he observed the evacuation. _Under control, yeah right_, the hero thought bitterly as he watched men, women, and children fleeing for their lives in a panic, with soldiers directing them towards a small wooden bridge nearby. He could also see many military vehicles transporting supplies as well, including food and weapons. Green Arrow then narrowed his eyes as he saw the General from before beckoning the civilians to safety from the back seat of a Jeep. The hero felt a spike of anger toward the General, though he managed to restrain his fury and get back to the mission at hand.

The Emerald Archer pulled the Geiger counter from his hip and pointed it to his left, which caused it to start beeping incessantly. As Green Arrow was preparing to move in said direction, he heard the familiar sound of screeching tires and turned to see that one of the supply trucks had lost control, smashed through many of the bridges supports and safety bars, and was now teetering at the edge of the bridge, the driver still stuck inside.

Unwilling to leave an innocent behind, Arrow pulled out his bow and slid down the hill he had been scouting from. Notching two arrows, each eqipped with high-density cable, the archer fired, the two arrows attaching themselves to a bridge support with the cables landing in a position to cradle the truck. The end result was that the large vehicle fell off the bridge, but the pair of cables managed to keep it from plunging into the ravine below.

Knowing that the cable wouldn't hold for long, Arrow prepared to fire a grappling hook from his bow before feeling a strong grip on his shoulder. Turning, he saw Green Lantern standing behind him, his eyes emitting a fierce glare. Behind him was Supergirl, arms crossed over her chest, frosty blue eyes locked in an infuriated expression very similar to the Lantern's.

"Going somewhere?" Lantern growled.

"We don't have time for this! That man's about to fall!" Arrow yelled.

"No he's not," Supergirl responded, pointing toward the bridge.

Turning, Green Arrow felt his jaw drop at the creature now floating over the bridge, the driver of the truck held securely in his arms as the cable finally snapped and allowed the truck its inevitable plummet into the abyss, a loud boom following as the truck connected with the canyon floor. The weird monster-thing looked like some kind of blue mothman, which proceeded to land on the bridge.

As Big Chill released the driver from his grip and allowed his wings to fold back over his body, the General ran over, his face red from rage. "I told you to stay away!" he roared.

"Hey, chill out. I was just trying to help," Ben responded, little breaths of mist flying from his mouth as he spoke, the transformed teen holding up his arms to placate the General. It didn't work.

"I told you before!" the uniformed man yelled, getting up in the taller Big Chill's face. "The situation is under-"

_BOOM!_

Turning quickly, Ben felt his eyes widen as a creature matching the height of Way Big, with what looked like a suit of red armor and a flaming skull-like head revealed itself over the horizon, only the top half of its body being seen as the large hill covered the lower half. The massive monster instantly spotted the bridge and lifted its arm. But instead of a hand, there was what appeared to be a cannon attached to the end of the arm. Said cannon was now lighting up with energy and preparing to fire.

Ben's heart jumped into overdrive as the monster fired a massive energy blast, which proceeded to burn its way through the landscape before approaching the bridge. Apparently the colossal beast had very poor aim.

As the beam approached, Big Chill grabbed the General and leaped into the air. Ben's first thought had been to go intangible, but he honestly didn't know how well he could withstand that kind of power, even while phasing through it.

The alien landed with the General, both turning quickly to see the bridge blasted in half, the giant with the flaming skull walking in the opposite direction, its job seemingly done.

Ben and the General both stood up, the latter placing his military cap back on his head. He was then lifted from his feet as he came face-to-face with the narrowed green eyes of Big Chill, whose hands were now grabbing the General's uniform with a strong grip. "'Under control'? Do you have any idea what you've done here?" the alien snarled, throwing the General to the ground. Some of the nearby soldiers aimed their weapons at him, but bullets were never a problem for this particular alien.

"I'm gonna make sure you burn for this, General," Big Chill said in a dangerously cold voice. "You can count on that."

With that, the Necrofriggian unfolded his wings and flew over to his comrades, who were still as shocked as he was. "What the hell was that?" Arrow managed to ask.

"A mistake. One we're gonna fix," Ben responded.

"Damn right we are. Let's move," Lantern commanded, turning to Kara. "Tell Captain Atom we need back-up, ASAP."

Supergirl nodded and spoke into her communicator as John turned back to the other two, his eyes focused on Big Chill.

"You sound like you got a plan already," Lantern observed.

The Necrofriggian was incapable of grinning, so he simply nodded in response.

XXXXXXXXXX

The massive nuclear creature roamed the countryside without direction or purpose, its intent to destroy all in its path. If it saw a village, it would decimate it. If it saw a bridge, it would collapse it. If it found the army, it would end it.

And, almost as if on cue, half a dozen military tanks began firing at the creature from a distance. Moving slowly, as if it had all the time in the world, the monster walked toward the tanks, powering up its right arm cannon as it approached. Knowing that their armor wouldn't be able to stand that kind of blast, the drivers climbed out of the tanks and ran as their only means of defense were destroyed by a massive blast of nuclear power.

Looking a little farther, the creature saw what the tanks had been protecting. About three dozen people and their animals (including oxen and horses) were pushed back towards the edge of the same cliff from before. They had been attempting to cross it when the monster blew it away. Now they were trapped, with the gigantic mindless beast stalking towards them.

As it prepared to fire both of its arm blasters, it was interrupted by an incredibly loud voice.

"**HEY UGLY!**"

The monster did not lower its arms, but it did turn its head to see a massive humanoid creature with a height similar to its own standing a short distance away. The white creature clenched his fists as he locked eyes with the monster.

"**WHY DON'T YOU PICK ON SOMEONE YOUR OWN SIZE?**" Way Big boomed.

Assessing the white being as a greater threat, the nuclear monster turned, powering up its cannons in preparation of annihilating its opponent. However, Way Big was faster than his size would suggest, quickly lunging forward and grabbing both of the cannons in his arms and delivering a powerful kick to the creatures chest. The beast flew backwards through the air, over the ravine, and on the other side of the canyon.

Moving quickly, Way Big leaped over the people and the canyon and landed right next to the monster, leaving a nice indent in the earth. Crouching his knee on the creature's chest, Ben lifted his arms and began pummeling the nuclear beast with everything he had.

From a distance, Green Arrow, Kara, Captain Atom, and John watched with astonished looks on their faces. "Where did you find this guy?" Arrow asked.

"To be fair, he found us," Lantern said cryptically, smirking to himself. But his marine attitude then kicked back in as he started barking orders. "I'm gonna try and get those people to safety. The rest of you wait here, and give the big guy help if he needs it."

"Is that likely to happen?" the Captain asked.

There was a bright flash of light and a loud yell as Way Big was sent flying backwards from a well placed shot to his chest. The monster let out what sounded like a groan as it stood up, wobbling a little.

"Captain, see if you can drain him," Lantern ordered as he flew into the air. Before the Captain had a chance to fly towards the creature on the other side of the canyon, a well-placed kick by Way Big knocked the radioactive monstrosity back to their side of the ravine.

"Can't seem to decide which side he wants to fight on," Arrow said dryly as he notched a few explosive arrows.

"Seems that way," Atom responded as he flew towards the creature, deciding that draining it while it was down would be a wise choice. Out of the corner of his eye, he saw Way Big step over the canyon and back onto their side of it.

Acting quickly, Captain Atom hovered over the creature and began attempting absorption of its power. No power, no life, no destructive rampage. Problem solved.

He began draining small doses of radiation in an attempt to feel it out, and see what he could learn from it. Deciding that he could go a little further, the Captain began sucking out higher quantities of energy at a more rapid pace. It didn't take long for him to realize that he was out of hi league as he felt his 'body' burning, a sign that he was taking in way too much power. After a few more seconds, the energy became too much and the Captain felt his body give way, some of the leftoer radiation he hadn't fully absorbed into his body creating a small explosion that sent him flying back a small distance from the monster, his impact with the solid ground creating a small crater. The beast still had yet to get back up.

Supergirl quickly flew over and worriedly checked to make sure that he was alright.

"Too much power. I can't drain it all," Atom gasped out.

A shadow fell over the two of them, and they turned to see Way Big crouched down on one knee beside them.

"**DID LANTERN MANAGE TO EVACUATE THE CIVILIANS?**" he asked.

"Yeah, they're on the other side of the canyon now," Supergirl answered him.

"**GOOD. I CAN STOP HOLDING BACK.**"

With that, he stood up straight and carefully stepped around his teammates and approached the monster, which was finally managing to get back to its feet. Once it spotted the enemy that had smacked it around like it was nothing, it lifted its left arm to attack.

"**MY TURN.**"

Ben then crossed his hands together in a right angle-like shape in front of his chest. As the beast unleashed its own energy blast, Way Big released his own. A red-hot beam connected wth a cosmic-blue one, and the two blasts struggled for domination, pushing towards the monster, then Ben, then back to the monster.

Deciding that he had little choice, Way Big let loose all of his power into that blast, and the beam widened considerably, overpowering the beast's and hitting the creature dead in the chest, creating a large explosion that sent the monster through the air and onto its back.

Way Big then began panting heavily, the effort of firing that energy beam exhausting him severely. Looking up, Ben groaned as he saw the beast getting back up.

Then it got worse.

As Ben prepared himself for another fight with the colossal monster, a bright green flash illuminated the nearby environment, and Way Big was replaced with an eighteen-year-old teenager that now had to look up to see the monster's face.

Ben's heart began racing as he saw the beast look down on him, cocking its head slightly, as if confused. Then it went back to its destructive nature and lifted its arm towards Ben, preparing to wipe the young adult from the face of the Earth.

"Stupid watch!" Ben yelled as he turned and began sprinting in a futile attempt to outrun the creature's energy blasts. He heard the familiar noise of the beam firing, and time seemed to slow down as Ben turned his emerald eyes to see the beam rapidly approaching him, its heat making his skin burn even from a distance. The beam closed the space between them within seconds, and in the back of his mind, Ben heard a small voice cheering at the fact that he was about to be reunited with his family in a matter of seconds.

Then, he saw a black and green blur fly by him, and a large green shield spawned from nowhere, encircling Ben and his savior.

Ben managed to turn and see Green Lantern flying a few feet in the air, his right arm extended, power ring at full blast to protect the two of them from the blast.

It wasn't enough.

The beam smashed into the shield, causing a massive explosion that sent both heroes flying through the air. Ben's head connected with the ground, and all was black.

XXXXXXXXXX

The first thing Ben was aware of was the yelling.

"This wouldn't have happened if you'd acted as a part of the team instead of your 'lone wolf' crap!" That was Captain Atom's voice.

Ben cracked an eye open to examine his surroundings. He was back in the Javelin, and by the looks of it, he was in the medical wing. Then he remembered the creature, the destruction, and...

_John!_

"I'm not part of your damn team, remember? So back off!" Green Arrow's voice snapped.

Ben looked to his left and saw John Stewart lying on a medical bed, and the young adult knew that he was lying on one as well. Judging by how he could feel a sheet against his skin, he guessed he wasn't wearing his shirt or jacket.

"Hey, we've got a giant rampaging robot out there!" Kara's voice. "But if you guys are too busy playing alpha male smackdown, I'll handle this."

"Hold it there, girlie," Atom barked. "You're not in charge, so you're not going anywhere."

"Who's gonna stop me? You?" Kara snarled.

Ben was getting tired of this. "ENOUGH!" he roared.

All three heroes quickly turned to see the youngest member of their group sitting straight up, allowing the sheet to fall away and reveal his scarred physique. His green eyes burned with fury.

Ben turned his body and hopped off the bed, his noticably bare feet landing on the cold steel floor. He winced slightly, as he was still sore from the blast, but it wasn't anything he couldn't handle, at least until Swampfire could heal him up.

"We don't have time for this crap! Every second we're here fighting is another second that _thing_ is destroying the countryside!"

The wielder of the Ultimatrix noticed a slight amount of fear in the eyes of his comrades, which snapped him out of his infuriated tirade.

Taking a deep breath to calm himself, Ben began speaking in a quieter and more controlled tone.

"Look, we went head-on against it and got creamed, so that's not gonna work. We need a real plan. This thing's gotta have a weakness, right?"

Green Arrow stood up straighter. "The General might know. This is his doing."

Ben nodded. "Alright. I think it's time we had words with the good General."

The young hero then cocked his head in thought. "Can I trust you two to not reveal my identity, or am I gonna have to remove something to make it physically impossible?"

Arrow and the Captain shared a look.

"I can keep a secret if nuke-boy can," Arrow answered.

Atom threw a glare toward him, but promised to keep Ben's secret nonetheless.

"Good. I'm Ben Tennyson, by the way. Just call me by my name instead of whatever I turn into. Easier that way."

The two nodded.

"You guys head for the ramp. I gotta grab the rest of my clothes."

Arrow and Atom followed the order and walked out, but Kara paused in the doorway befor turning to look at Ben, who cocked his head in confusion. After a moment's hesitation, Kara ran towards him and wrapped him in a hug.

"I'm glad you're okay, Ben," she whispered.

"Thanks, Kara. Sorry for losing it back there," Ben apologized, returning the hug.

"Don't worry about it. We're all freaking out after what happened to Green Lantern," Kara said, breaking the hug and giving him a smile before leaving the room.

Ben sighed as he pulled his shirt off a nearby chair. _My first mission with the League, and I get the giant nuclear monster that can take Way Big's punches. Freakin' great._

XXXXXXXXXX

About twenty minutes later, the four of them were flying (Kara carrying Green Arrow and Ben transformed into Chromastone) after the monster after having an interesting chat with the General (during which Ben had turned into NRG and threatened to melt his face like a wax figurine). Now they were equipped with special carbon rods meant to knock out the creature's radiation and basically weaken it to the point that they could kill it easily. All they had to do was jam at least one rod into the creatures reactor, which was in its chest. Easier said than done.

The four of them landed once they saw the beast in the distance.

"Okay, what's the plan?" Arrow inquired.

"I shove these rods into its chest. That should stop it," Atom responded.

"Sorry, Captain, but that plan sucks," Chromastone stated."You'll fry if you get too close, and I'm not letting anyone die while I'm here."

"You got a better plan?" Atom asked angrily.

"Yep," was the response before Ben slapped the Ultimatrix symbol, a bright green flash lighting up the area before dying down and revealing the form Ben used earlier with the General.

"**NRG!**"

"You're gonna stop that thing as an oven?" Arrow asked.

"You can't tell because of the suit, but this form is pure radiation. He was meant for situations like this. Kara or the Captain gets me close enough to throw me, I stab the reactor with a rod, and boom. We win."

"Not much better than the Captain's plan if you ask me," Arrow mumbled.

"Good thing no one asked you. Kara, you distract it. Captain, you're gonna have to carry me. Green Arrow, stay here and hold onto the rods. Hit him from a distance if you see an opening."

The emerald archer narrowed his eyes and nodded.

"Good. Now then, let's move," the walking oven said in his strangely russian voice.

"Hold it," Arrow interrupted.

Turning, NRG and the Captain saw that Arrow had extended his arm in the classic gesture of a handshake. Ben smile under the metal helmet and shook the outstretched hand, Captain Atom following soon after.

"Let's make it hot," NRG said as the Captain grabbed under his armpits and began to carry him toward the beast. Supergirl flew ahead and began her job of distracting the creature. As it turns out, she was good at her job, as she flew around the monster, mocking it while dodging multiple radiation blasts fired at her.

While the beast's attention was on Kara, Captain Atom went in low and flew upwards with NRG in his arms, the transformed teen carrying a rod in each hand as if they were swords.

The two felt the heat coming off the body as they got closer, and Atom didn't know how much further he could go.

"Throw me!" NRG barked.

The Captain complied and threw the alien with all his strength toward the reactor, Ben letting out a battle cry as he flew forward, pointing both bars toward the reactor as he got closer and closer. But then Ben felt a pain surge through his body, and his hands unclenched, the rods falling to the ground as NRG connected with the beast's chest, just under the reactor. The alien form bounced off the armored beast and fell back down to earth, similar to what happened to Captain Atom last time.

"What's happening," Ben uttered weakly as his body trembled from the pain, his fingers clenching in painful ways and his head feeling like it was gonna split open. Everything else was drowned out as the pain overtook his senses for God knows how long.

The pain then spiked even higher, and Ben screamed in agony as he felt his body change into a different form. His body began to shrink, his armored black body becoming much smaller and lighter, and his head grew more spherical.

"**ECHO ECHO!**" Ben yelled as the pain then died down, leaving the small alien lying there, panting from the horrible experience he had just gone through. He could hear the creature roaring in the background, its energy beams making their distinctive noise repeatedly.

Groaning, Ben stood up and looked down at himself.

"What was that?" he muttered before looking back up at the radioactive monster. _The radiation! _Ben realized. _The Ultimatrix must not have been able to take all that concentrated nuclear energy. But how come Way Big could take it and NRG couldn't? It doesn't make sense!_

Ben decided to put his conundrum aside for later. He had to get back into the fight, and regular Echo Echo couldn't cut it. So, without further ado, Ben slapped the Ultimatrix, the four familiar spikes popping out. The surge of energy that rushed through his body felt invigorating as Echo Echo grew taller, his arms and legs grew longer, and his head became more like an oval than a sphere.

"**ULTIMATE ECHO ECHO!**" Ben roared as he leaped into the air after the beast.

Thanks to the Ultimate form's supersonic speed, he made it there in seconds, lifting his arms and firing blasts of sonic power at the monster's head. The monster turned to look at him and swung its arm as if trying to swat a fly. Ben dodged easily and kept firing his sonic waves at the monster, which seemed to be having some kind of effect. Looking around, Ben couldn't find Kara or the Captain anywhere. However, he saw Green Arrow nearby and ceased his attack, swooping low and landing next to him.

"Where's Supergirl and the Captain?" he asked, turning to make sure the beast was still disoriented from the sonic attack.

"You didn't see?" Arrow asked loudly.

"No. What happened?" Ben inquired worriedly.

Arrow looked down at he ground. "The Captain's suit got cut and he flew away. He exploded in the sky."

Ben felt his blood run cold.

"Kara got knocked into a mountain over there," the archer added, jerking his thumb to te east.

"Captain Atom's... _gone_?" Ben gasped.

A nod was his response.

Ben felt a raw fury build up inside of him. A rage he hadn't felt since _that _night. The night he lost everything. Ultimate Echo Echo's fists clenched so hard he would have cut into his flesh if he was organic. Ben threw his head back and let out an infuriated roar.

"**That's it! This thing is _dead_**!" Ben screamed as he took to the air, releasing all fifteen of his sonic discs as Arrow yelled at him to stop.

The young hero felt his rage consume him as he approached the beast's head, his sonic discs flying behind him.

_Yes, that's right. It killed your teammate. This thing deserves to die. Kill it! _a voice in Ben's head yelled. The wielder of the Ultimatrix followed the voice's instructions.

He flew in front of the monster's head mentally commanding his disks to surround its head. "**Eat this, you bastard!"**

Ben inhaled a deep breath and focused all of his power on one final attack, and for a split second, his green eyes flashed purple.

"**SONIC DOOM!**"

The discs unleashed massive amounts of sonic power on the beast's head from fifteen different angles, each one exerting pressure on this thing's 'skull'. After a few seconds of non-stop sonic blasting, the thing's head began denting, the pressure of the screeching discs too much for the monstrosity to handle. The massive head began contorting, eventually looking more like a crumbled up piece of paper than a massive burning skull of death.

But as Ben began feeling victorious, the monster's arm flew up and collided with him, sending him flying downward into the ground. Ben groaned as he changed back to Echo Echo, then his human form.

"Aw, man," Ben muttered as he sat up, seeing the beast approach him, both arm cannons targeting the young man.

As it looked like the creature was gonna fire at him, something incredibly fast blew by, flying straight into the creature's reactor. The monster let out a small roar as its flames went out, and it finally died. Then, adding insult to injury, Supergirl flew out of nowhere and smashed her fist into the beast's now-dead skull, knocking it out of its armor and basically decapitating the nuclear weapon.

Turning, Ben saw Green Arrow approaching, his bow held in his right hand and a smirk on his face.

"Nice shot," Ben complimented, standing up with a groan as his back cracked.

"Thanks. Nice trick on that thing's head."

"Thanks."

Looking up, both heroes saw Supergirl float down towards them. As soon as she landed, she wrapped both of them in a super-strong hug.

After a few seconds of nice and quiet, Ben broke the hug with despondent look on his face.

"Let's get back to the Javelin and contact the League. Tell them what happened."

And so, without any more words, the three walked back to the Javelin.

XXXXXXXXXX

**And so ends the Initiation.**

**It took a long amount of time to figure out how I wanted to do this. Did Green Arrow get that last shot in, or should Ben kill it himself? Should I cut this chapter in half and make it a three-part story arc? But I figured I'd just make this one chapter and add a tiny hint of what was to come.**

**Okay, future announcements. First, I plan on inserting Ben into a few JLU episodes, but not all. Depends on both entertainment value and plot importance. Second, next chapter is going to center around Ben's civilian life, including one Cassie Sandsmark. Third, the chapters right now may seem random, but there's an important conspiracy brewing under the surface...**

**Also, I feel like I should lend a little support to two other excellent writers on this site. The first is Codecrash, who is working simultaneously on a number of Ben 10 crossover fanfics, including ones with Teen Titans and Danny Phantom. Check him out if you like this story. As an added bonus, his chapters are longer than mine. Be careful though, he's a little insane... And since I know you're reading this, Codecrash, don't attempt to deny it. And update soon! I miss your stories!**

**The second is for fans of the Mass Effect game series (my all-time favorite series, in fact). There is a fic written by Fainmaca called 'Mass Effect 3: Into the Unknown' that he is working on, which is his own version of how ME3 will turn out. It's an excellent story, but the man needs WAY more reviews. He deserves them! Help him out? Please?**


	15. Author's Note

Okay, this is not a true update, and I know that you guys, the readers, are probably pissed about that. And that's totally understandable. Months without a new chapter, and this is all I can offer? I'd be pissed too (like I am at Codecrash; HURRY THE F*&% UP!).

The problem is, and I'm gonna be brutally honest with you guys here, is that Ultimate Alien went downhill. I just don't like how it went. There was no overarching plot, and the Old George?Diagon plot felt kinda weak.

But most of all, I hate, and I mean HATE, how they made Ben a cocky little snot. Come on, he finally matured and became a respected hero, then the creators turn him into an immature punk that's hard to like. I mean, why? What was the point?

And this caused my interest in the story to plummet relentlessly. I almost wanted to put it up for adoption or delete it entirely. But I couldn't do that to you guys.

Anyways, I looked back at my story, and at how Ultimate Alien ended, and I've made a decision. While the main bulk of the story will remain the same as I had always planned from the beginning, I'm altering the first few chapters and a few small details.

Call it an upgrade. Basically, Ben's suicide attempt drops him onto the Justice League's Earth in the middle of the Thanagarian invasion at the end of the original JL series. I figured this will work for three reasons:

1) Ben will be introduced to the team in a more... explosive way than just crashing on their meeting table.

2) It will show Ben that heroes like him are needed, in one universe or the other, and will give him a reason to keep on living.

3) The Ultimatrix. Fans may have loved it, but I didn't. I liked the original Omnitrix from Alien Force. The Ultimatrix seemed too overpowered with the evolutionary function(still liked the Ultimate forms though), and too bulky. Didn't like its design, honestly. So I'm gonna alter the events of the story so Ultimate Alien never occurs. Ben has the Omnitrix (slightly upgraded by Azmuth, though not the one in the UA finale), he unlocked a few aliens here and there, and the final battle with Vilgax plays out much differently than in the show.

So yeah, I'm gonna kinda reboot the story in a way. I'm already at 900 words, so I hope to have the new story up by Sunday.

Stay cool people, and thanks for not letting me give up this story.


	16. Second Note

**_Alright, the new story is up. Read and enjoy._**


End file.
